Justice League: The Spider
by Agent-G
Summary: The Justice League get a new surprising member, SpiderMan from the Ultimate Marvel universe. Please R&R.
1. Arrival

**DISCLAIMER**: I don't own anything from DC or Marvel, or Justice League or Ultimate Spider-Man either.

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**Author's Notes:** This takes place after season 2 of JL and this Spider-Man is from the Ultimate universe only a few years in the future so he's 18 and not 15. Keep in mind I haven't seen season 3 (JLU episodes) so any info on that would be helpful.

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**JUSTICE LEAGUE: THE SPIDER****CHAPTER 1: ARRIVAL**

He didn't know what to do now. They were all gone. Everyone he ever cared about was now gone. "It's all my fault." He silently said. He was Peter Parker but he was also Spider-Man. He was standing on the ledge of a building over fifty stories high looking down. The rain poured down from the dark night sky but he didn't care.

His suit was in tatters from his final battle with his greatest enemy. But at a great cost. Everyone was dead now and he blamed himself, the same thoughts keep going through his mind. That if he never put on the suit they would all still be alive. Now he had nothing left.

His body was battered and bruised and hurting, but it was nothing to the pain of his heart. Ever since the day he had lost his uncle he had tried to do the right thing because the wrong thing had cost his uncle his life. But for the past three years all he'd done WAS the right thing.

And yet still everyone close to him suffered. Now they were all gone. His life was empty and hollow now. There was nothing left for him. The police wanted him arrested for his actions and Jameson wanted to ruin him and blamed him for everything that seemed to go wrong.

He was labeled a villain but yet he wasn't. Why did everyone hate him for trying to use his powers for the right reasons? Why was he always persecuted? Why was everything in his life so hard and he'd had to suffer things no normal person his age ever had to deal with?

He had no answers. He didn't even know what to do next. His home was gone and was his family, friends…and his love. Tonight he had lost the last things in his life that mattered to him and now he had nothing left.

"What point is there for me to go on?" He asked himself. "Do I have anything worth fighting for? Do I have anything worth…living for?" He searched deep within himself for an answer. But he was tired. He was tired of having to fight all the time and no one appreciated it, he suffered and had sacrificed so much in his life and for what? Just to have everything taken away from him. He was just so tired of it all.

He just wanted it all to end, all the pain, all the suffering having to see the people around him suffer and die. So in his greatest moment of weakness he chose to end it, to stop it all. He took one step forward and started to fall into the darkness. He didn't feel anything at that moment he didn't want to, he just waited for the end, and then he saw the light.

The Watchtower, home of the Justice League was orbiting around the Earth. Currently the members were around the meeting table for a meeting that Batman had called them for. He sat there in his usual chair all dark and moody. "I've noticed that lately our team has been stretched a little thin lately." He said to them in his usual dark voice. "Most of use not only have our cities to protect but the League missions tend to have us spread ourselves too thin at times."

"We've either have had to ask for outside help like with Static not long ago and that got me thinking. We could use more members that we can call upon for help when other members are too busy with dealing with something else."

"Batman makes a point." J'onn the last of the Martian people said in his usual calm voice. "Often times we've only had two or three members have to deal with problems that could easily been handled by the entire League."

"Not to mention the problems we would run into if one or more of us fall." Batman said to them refereeing to when they believed Superman had been killed by Toyman.

"You really know how to bring out the sunny topics Bats." Flash said.

"But I'm right." He said not phased by Flash's comment. "We need to plan for the future."

"Is Supergirl ready?" Diana asked Superman.

"Well…she's old enough now, but she's never had to work on a team before." He told her but he was unsure. Sure he thought Kara would be a good replacement member one day but she was still slightly rough around the edges.

"Well if you guys can't get Metamorpho to join up I could get something to call the Guardians and have them send back Kyle if you need a replacement for me." Green Lantern told them. Hawkgirl looked at him in surprise and placed a hand on his.

"John no one could replace you." She told him sternly. Their relationship had been a little rocky after her people had came but they slowly gotten their relationship back on track.

"Let's face it guys." Flash said leaning back on his chair. "It's hard to replace any of us it's not like a good choice for membership fill fall out of the sky or something." Suddenly a light was there above the table and as soon as it disappeared someone fell out of it and landed on their table. Flash looked up to the ceiling. "It's not like a million dollars and beautiful swimsuit models will fall out of the sky…oh well I had to try it."

Peter however groaned. Being dead seemed to hurt just like being alive, so he guessed he wasn't dead after all. 'Terrific…another thing I failed at.' He thought. The others were shocked by this person's sudden arrival. He was dressed in some kind of red and blue costume with black web design on it and there was a spider design on the back, it was also ripped in a few areas from some kind of battle.

Peter slowly pushed himself up to his knees. Batman wasted no time and grabbed the intruder from behind before Peter's head was clear enough to think clearly and for him to notice his spider-sense going off. "Who are you? How did you get in here?" Batman demanded.

'Okay so far my life just went straight to hell, I have no idea where I am and I got some jerk trying to give me a full nelson.' Peter thought angrily. "You know what?" He snapped at Batman. "I'm having the worse day in my life at the moment, I have no idea where I even am and you really want to know who am I? I'M SPIDER-MAN!" With his strength he forced himself out of Batman's grip and gave a kick sending the Dark Knight off the table.

Batman recovered quickly though. He had made a mistake of thinking that someone with that kind of build wasn't stronger then him but he knew better now.

"So I don't know who the rest of you are but as for me…I'm out of here!" He said angrily and fired a web line to the ceiling and swung himself to another lever of the tower and went through a door.

"Stop him!" Batman said. "We have no idea what he could get into up here."

"But be careful." Superman warned. "He looked hurt and if he doesn't know where he is he didn't come here on purpose so he might not be a threat." The other members of the league started to search through the installation.

After a few minutes Flash was getting confused, he had already ran all over the place and searched every room and still no sign of him. He touched the communicator in his mask. "Guys I've checked everywhere and if I can't find him he can't still be here."

"Flash there was no unauthorized launches so he's still here." Batman said over the other line.

"Well what if he got out the same way he got in?" He asked. He waited for Batman's return but the line was silent. He figured Batman was thinking about that so he walked on. Unfortunately for Flash he didn't notice the grate overhead him from the air vents being silently pulled free.

Peter wasn't sure where he was but he did know he didn't belong here. It was strange first he wanted it all to end and here he was fighting for his life. If he wasn't too angry and depressed he would laugh at this moment. But he guessed landing on the table had knocked some sense into his head. Now he just had to make sure he got out of where ever he was and _then_ he'd think of what to do next.

The guy in red seemed fast, he'd seen him just appear in a blur so he would pose a problem so this was most likely his only chance to take him out for a while. Flash stopped at an intersection and thought about where to go next when he heard some kind of 'twip' sound. The next thing he knew he was hanging upside down. "What the?" He saw the Spider-Man guy take off from the vent and run down the hall, well at first he thought it was on the ground but he realized that being upside down the guy was on the ceiling.

He looked up to see his feet in some kind of webbing which was suspending him from the ceiling. "Hawkgirl will never let me live this down." He muttered. He turned on his communicator. "Guys I'm in section 4-F he's heading to the observation deck."

"We're on it." J'onzz said to him.

"Uh…and could someone get me down? He got me hanging from the ceiling from something and I can't get down." Flash said embarrassed.

"You're kidding?" Hawkgirl said, the humor in her voice was evident.

"Just get me down." Flash said annoyed. "All the blood is rushing to my head."

Peter however was trying to find and exit or a window or _something_ to help him out. The vents were easy to get around for him but he didn't have a clue where to go in them. So when he got to a large area he looked around. He looked up and saw some glass on the second level and could see the night sky. He leaped up and crawled to the second level but when he looked out he wasn't prepared for the view.

He saw Earth, it wasn't the night sky he saw it was outer space. "Great…I'm so screwed." He said seeing the view. Even if he found some kind of vehicle there was no way he could pilot it.

J'onn phased up through the ground from behind him as he was looking out. He could sense the man's mindset. There was so much pain and sadness that seemed to fill his mind. "Please calm down we mean you no harm." He said.

Peter jumped thinking he missed his spider-sense. "Look I don't know what the hell is going on here but I know harm when it up and grabs me from behind." He shot at him.

The others started to arrive at that moment. Superman slowly came closer. "I apologies for Batman's actions, he has a tendency to get carried away at times, calm down and just tell us how you got here."

"I don't know!" He shouted. "All I DO know is that this has been the worse day of my cursed life!"

"Cursed life?" Diana questioned him. "Why do you say your life is cursed?"

Peter was just getting frustrated now. He was at the breaking point and he couldn't take it anymore, he had to vent and if these people wanted to know about him then fine. "You want to know why? Fine! How's this for starters? When I was a kid both my parents died in a plane crash that may or may not have been planned. I was raised by my uncle and aunt my only living relatives. Then after I got my powers I fail to use them to do the right thing and my uncle who was like a father to me died because of it! Then there was an old childhood friend of mine Eddie. He got taken over by this suit my and his dad worked on and when we fought he ended up getting killed cause it took him over!"

"Then a friend of mine Gwen Stacey, her father was a cop that got killed from a guy pretending to be me, then Gwen herself dies, and quite horribly by the way since her body was nothing more then a gray and shriveled mass afterwards, by a creature that went on a killing spree! But to make things worse the creature was made from my own blood!"

"Then tonight…tonight I fought my greatest enemy the Green Goblin and guess what he did? He blew up my home, with my Aunt May, my girlfriend MJ and my best friend Harry while they were still inside it! I was outside just walking home and the next thing I know here comes the Goblin from out of the sky and fires a bomb at them blowing them all up right in front of me!"

"Then I fought him and he got killed by accident!" Peter felt the tears now under his mask and his voice was cracking from the emotional pain he was going through. He slowly slumped to the floor. His strength totally gone now as he began to sob. "I…I just tried to do the right thing…for three years all I ever did was try to help people…to use my powers responsibly…now…now everything I had is gone."

The others didn't know how to respond to that. J'onn could feel the pain coming off the man in waves and he went next to him. "It's alright…I too know the pain of loss." He placed a hand on his shoulder. "You're tired…just sleep." He put a little telepathic command behind it and Peter soon found himself asleep.

"Geez…J'onn was he telling the truth about all of that?" Flash asked. He wasn't sure if he wanted the answer to that.

The Martian nodded. "I sense no lies from him…it was all true."

"By Hera." Wonder Woman said sadly under her breath.

"We should get those injuries looked at." Batman said and everyone got back into motion. They had taken him to the medical bay and put him on one of the tables. They pulled off his shirt and they could see a few cuts and lots of bruises not to mention old scars.

"Is that a bullet wound?" John Steward asked seeing the round shaped scar. He'd seen his share of those from his time in the Marines.

"Should we take off his mask?" Flash asked everyone looked at him. "Hey he might have head injury and well…we have to check." He said shrugging. There were a few tares in the mask so J'onn pulled it off and everyone was surprised by what they saw.

"Good Lord…he's just a kid." John said staring at the youthful face that was battered up.

Batman looked long at the young man laying on the bed. He knew the kind of hardships life could give you but even he was slightly moved at the sight thinking back on his rant earlier. He didn't show it but he felt he could relate to this young man. He'd had gone through much and most of the other league couldn't comprehend that kind of pain with the exception of J'onn.

Batman spoke up then. "Well let's get him fixed up, and J'onn I know you don't like to enter a mind without permission, but we need to know as much as possible. He said he'd been doing it for three years yet I've never heard of a Spider-Man. We need to know where he comes from."

J'onn thought about it, he didn't like the idea but Batman made a point. He would try and stay clear of the more personal things and he simply nodded as he examined his mind. He found his real name but what he saw made no sense. It was Earth, same time period basically yet it was different. None of them were in it, and there were other heroes in that world as well as a different species of humans born with powers called mutants.

He found other memories, like the ones he talked about, when he saw the young blond girl's body that was of Gwen Stacey he hadn't been prepared for the horror he saw. He saw the other deaths and many battles. Even getting shot by the police. It was a sad life yet for three years he struggled, there was something admirable about it. But then his last memories before he came here were terrible.

When he pulled out Peter's mind J'onn felt a deep respect and yet a great sadness for this young man. "His name is Peter Parker…and his life hasn't been easy. I believe he comes from another Earth like the Justice Lords but one very different from our own."

Batman had been helping bandaging him up from years of experience on himself. "Tell us later, I think we need to get him fixed up first." J'onn agreed and together they patched him back up while the others waited outside. When they were done J'onn told them everything he had learned about their young friend.

They knew that more then his body would need to be healed after what they had just learned. "If he did try to commit suicide then we should place a watch over him." Superman said.

"So whose up first?" Flash asked.

"I am." Batman said surprising everyone. Superman guessed his reasons as the Dark Knight went off to the medical room to look over him for the night.

"Just when you think you know a guy the Bat grows a heart." Flash said under his breath hoping Bats didn't hear him.

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**NEXT UP CHAPTER 2: HEALING**


	2. Healing

BlackRoseApocalyps: Really? I'll try not to spoil it for you then. As for how Peter got there, I'll get to that eventually, but not for a while.

Ldypebsaby: Yeah I really tried to go for a really emotion start for this fic.

The Uncanny R-Man: It's going to be a bit dark at the beginning but it'll get better along the way, and look for more Flash humor you know him and Peter will get along.

Bumpkin: Thanks glad you like it and the characterizations

DragonArmada: My chapters tend to very since I like to keep to what the chapter is about, some are longer some might be a little less, but I try to at the very least get this much done. Plus I like feedback because it helps me write the next chapter.

Jezrianna: Believe me I TRY with the spelling and grammar but I always miss it, sorry but you'll have to live with it as best you can, sorry I can write good stories but my spelling and grammar suck. It REALLY annoys me too, but I can only do my best. And I decided not to have then known each other that would just be weird so I had DC and Marvel comics not exist in either dimension.

Dapster: I'm not sure if it was forced but I wanted to land the premise early, the rest will take it a little slower as he comes to terms with everything.

Thanks to: Brutal2003, Kaliann, c-wolf, lady rosebit, oneredneckgoddess, X-Over, spider616, Lady Suneidesis, sma, WHATEVER, Star Lin.

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**JUSTICE LEAGUE: THE SPIDER****CHAPTER 2: HEALING**

He wasn't aware of much at first then when Peter opened his eyes slightly he saw he was in some kind of metallic lined room. He was on a bed and then noticed he had been stripped of his costume, had bandages on him and an IV in his right arm. His hand went to his face to confirm that he was missing his mask.

"So you're finally awake." Peter looked to his left and there was tall dark and menacing again.

Peter sighed to himself. "So it wasn't a nightmare...great." He muttered. His body still hurt but the pain inside was killing him. The memories of last night at least by his accounts, he had no idea how long he'd been out, but that didn't matter to him. The only thing that mattered was he was in a place he had no clue as to what was going on and he had lost everything that mattered to him in life.

"Where am I? Cause I don't remember anyone telling me we had some kind of space station like this in orbit." Peter asked, although if there was he'd figured Fury and SHEILD had something to do with it.

Batman considered his options but he decided that telling him would be most likely the best course of action. "You're aboard the Watchtower. It's headquarters for the Justice League a group of heroes that defend Earth and even other worlds at times." He saw the confusion on Peter's face and decided to lay the bombshell on him, he knew it would be difficult but he deserved to know.

"I told J'onn, the big green guy, to use his telepathy to find out more about you Mr. Parker." He could see from the body language he didn't like that idea, and Batman could sympathies he didn't like the idea of someone going through his mind either but it had to be done. "We figured you somehow crossed over from your reality to ours, how we don't know but I'm looking into it."

Peter took all of what he said and thought about it. It kind of made sense, the station and how he had never heard of this Justice League or anything, but wasn't sure if that was a bad thing or a good thing. He didn't know what to think exactly or feel, at the moment he was too numb inside to really care. There was a long silence as Peter thought about it. Batman even though he wasn't the exactly the conversationalist of the group but he could use this to ask a few questions that he'd like to know about.

He went over to a table that had his costume and gear in it. He took one of the wrist devices that made his 'webbing'. He hadn't had time to give it a proper examination but the design intrigued him. "Tell me, you started out at fifteen correct?" Peter merely nodded. "Who gave you these?"

Peter felt a little angry that Batman had insinuated that he couldn't have done it himself. "No one. I made them myself. The formula was made by my father before he died but he didn't finish it so I did and created the web fluid and the web shooters for them."

Batman raised an eyebrow under his cowl. He wasn't one to be impressed easily but the fact that a fifteen year old had done all of that on his own was an accomplishment. He could tell by the design of the shooters that they were made by someone very skilled in science. He started making mental notes on him adding his known powers and his intelligence to the file forming in his mind. He also would have to copy the medical file they were starting on him.

He had to admit Parker had nearly as many scars as himself, which told him a few things. Either he faced some pretty nasty characters from his world or he was careless. But after evading the League and tying up Flash showed him he wasn't exactly careless and filed that away in his mind for further study.

However he didn't show any of this as he placed the 'web shooter' as Peter called it back on the table. When he was relieved he would take one to the lab for tests, he also made another mental note to give him an IQ test to see just how smart he really was.

"Why are you here?" Peter asked him. Peter thought that this Batman wasn't the caring type but then why was he here? Thinking back on it he had seen Batman sitting in a chair like he was waiting for him to wake up.

"While going through your mind J'onn said you tried to kill yourself...I figured leaving you alone wouldn't be wise." He said coldly.

Peter grimaced. He should have known that would come to bite him in the ass again. "Yeah well...I think the fall knocked some sense into me...I don't think I'll try that again." He told him shifting to his right slightly so his IV would be pulled out and started looking out the window to the stars beyond.

Batman studied him and was wondering if he was telling the truth or not. All the regular signs of someone lying weren't there, it also helped that he could see his vitals in a nearby machine so he could see that his heart rate didn't go up. "I'll leave you alone then." He picked up one of the web shooters and walked to the door.

"Could you turn out the light? I can't sleep with it on." Peter asked him. Batman flicked the light switch and the room was nearly engulfed in darkness with the exception of the little lights from all the medical devices on.

Batman as soon as he exited the room saw Diana there, apparently she was the one to relieve him. He closed the door behind him. "He wanted to sleep...I don't think he'll try anything but keep an eye on him in the monitoring room with the night vision camera just in case, I have something to work on." He told her as he then moved past her.

"Wait." Diana said and he stopped but didn't turn around. "How is he?"

Batman thought about it. "Physically...fine...emotionally...that's another story." He simply said and left her behind. He knew better then most the kind of pain he was most likely feeling. It had been years since he had witnessed the murder of his own parents. Even though the pain wasn't as bad as it had been...it was still there.

The next day Superman went to get Batman for the meeting to discus what they would do with Peter. When he entered the lab he saw Batman looking over the belt and both web shooters they had taken off of Peter. "You haven't been working all night on that have you?" He asked him although he wouldn't be surprised if he had.

"No." He simply said.

Clark couldn't help but shake his head at the answer. It was a typical Batman response. "The meeting is about to start, by the way why the interests in those?"

Batman stopped his work and turned to face the Kryptonian. "To learn more about him, did you know he made all of this himself at fifteen?" Superman was surprised by that he thought he got them from someone or had someone teach him how to build and make them. "The web fluid alone is a brilliant design. It's some kind of nylon base substance with the strength of steel. It also dissolves when it hits the air after an hour but the composition of it suggest it can be altered to be stronger, weaker, or last even longer."

Superman smirked. "If I didn't know any better Bruce I'd say you admired his work."

Batman was silent for a moment. "I admire his intellect, it's not often you find someone that young with that kind of ability, plus he's smart. I wouldn't be surprised if he's smarter then some of the people I've hired in my science division at my company."

"You think he's _that_ smart?" Superman asked him. He knew that Bruce hired some of the best minds and if he said that then it was something to think about.

"Possible...but I want to test him out and see for myself." He told him. Then he left the equipment on the desk and went to the exit. "Are you coming? You said the meeting was starting."

When they all had gathered around they were starting to discus what to do with their new guest. "Well any ideas?" Superman asked.

"I say we let him stay." Flash said.

"We can't just let him stay here, the watchtower is not a hotel." GL told him sternly.

"But here else will he go?" Diana asked him. "He has no home here and he's alone in the world." She could relate to that too, ever since she was exiled from her home, but she had found a new home here with her friends, and she wasn't alone in that regard.

"I agree with Wonder Woman." J'onn said. "We have no way of sending him back to his world, since no one knows how he crossed over to ours. Plus even if he did send him back...there isn't anything back there for him." He said saddened by it. He to knew the pain of losing your home, since his world was now a dead planet.

"Yeah I mean, maybe he was sent here for a reason, did ya think of that?" Flash asked everyone.

"Whatever the case I don't think we can just dump him off somewhere." Superman told the group. his condition I think it best if he stays here where he can get the help he'll need."

The debate didn't go on for long as they voted to keep him with them for the time being. They also agreed not to reveal anything like their secret identities (For those that had them) until they could be sure of trusting him.

**A WEEK LATER**

Peter was dressed in a plain T-Shirt and pants. He wasn't wearing any socks and was bare foot but he didn't mind, he was still recovering from his physical injuries slightly. He had to spend the first three days in the medical ward before they left him out. He walked around the station and had learned much about this new world he was most likely stuck in.

He was fine with that. It wasn't like he had any reason to go back. He read up on current events and of some of the cool things around this place. There was technology here more advance then anything he'd seen of heard of and he bet old Nick Fury and the Ultimates or Reed Richards would have loved to have gotten their hands on half of this stuff.

He got his own room to sleep in, there wasn't much there since he arrived with literally the clothes on his back. His costume had been repaired but he hadn't even looked at it since he put it away. There were a few clothes that the League had loaned him since they couldn't just throw him out on the street.

They seemed like a nice bunch to Peter even Batman seemed to have his moments now and then, that is once you knew what to look for. But he kept to himself mostly, that and the Leagues were usually off saving the planet or some other planet so he was left alone some times since they couldn't spare anyone all the time too look after him, in some of those times he used his time just to think. He had been shown some of the systems and had decided that if he was going to stay here he might as well earn his keep.

So after talking with the others he started to help out on maintenance work and even monitor duty once while he covered for Flash, he had some kind of a hot date that night and didn't want to cancel it, so Peter offered to cover for him. It wasn't like he had much to do anyway and it keep him busy, which was what he wanted to do...it kept him from thinking about the night he got here and all that came before.

Although ever since he woke up in that medical room he had cried himself to sleep every night that week and he knew it would be a while before he stopped. When his uncle had died he had cried for two weeks straight but this was worse then that.

Now he was just sitting on one of the guardrails looking out at the Earth lost in thought.

Watching him from a distance was Flash, Green Lantern and Hawkgirl. Hawkgirl couldn't help but notice how he always seemed to keep perfectly balanced and envied that ability. As a warrior he strived to keep herself in top condition and perfect balance was key to a great fighter and she had worked hard for that, not easy for a species with wings since her center of gravity shifted whenever she moved them. Yet to him it was so simple, it was natural for him. The boy-no young man she corrected herself, when you looked into his eyes you didn't see the eyes of a child but of a veteran.

Someone who had won and lost many battles in life and had seen and done much. Plus she had seen the scars he had of his battles on his body too when they had dressed his wounds, she could tell he had been through a lot.

"He really looks depressed." Hawkgirl said thinking out loud.

"Can you blame him?" Flash asked her. "I mean he's had every member of his family killed off one by one over his life, his girlfriend, and several friends, he's stuck in a strange world with no way home, and I don't think he's got a clue what to do now with his life."

"I can't believe I'm saying this...but Flash is right." Green Lantern said looking at Peter. For a week he had noticed how their guest was quiet and didn't talk much, he did respond to their questions but he rarely started any conversations. He had to admit though with him around the Watchtower was running more smoothly with someone on call to do all the maintenance work any time during the day or night. He also had noticed the bags under Peter's eyes. He was wondering just how much sleep he was getting but he figured it wasn't much.

John himself had had nightmares a few times from his days in the Marines. He had seen some nasty fighting, even seen a few good buddies of his killed, so he figured Peter wouldn't get any decent night's sleep for awhile.

"Whoa did you say I was right?" Flash said grinning.

"Law of averages." GL stated. "Even you have to be right at one point." He said smirking.

"Funny." Flash said flatly. "Well I'm going to go and see if I can cheer him up or something."

"Just don't get 'tied' up with him." Hawkgirl said with a smirk. Flash groaned at the implied joke in that. For a week it had been a running joke on how the fastest man alive was so easily caught and he had to be cut down too. It didn't help that when she had cut him down he had landed not to pretty on his head.

He zoomed over to Peter. "Hey man what's up?"

Peter shrugged. "Nothing much...just thinking."

Flash could tell he was in one of his darker moods. "You want to talk about it?" He asked seriously. The other members had talked to him from time to time trying to get him to open up and to learn more about him, he didn't really hold back, mainly because Peter had never been able to tell anyone all his problems with the exception of MJ, so it was kind of nice to be able to open up to more people.

"I was just thinking...well...how I never got to say goodbye...I never had a funeral for them...I guess someone already took care of it...I guess everyone thinks I'm dead too." Peter said sadly still looking out the window.

'Okay...this is going to be tough.' Flash thought scratching the back of his head. "Yeah...I wish I could say I could relate, but honestly...I can't."

Peter smirked a little. "Well at least your honest...I just wish I had something to remember them...and her."

"That girl was pretty special to you huh?" Flash asked. He had head Peter talked of MJ a few times and the way he talked about her it was obvious that he cared for her.

Peter's nodded, as his eyes got misty of her memory. What he wouldn't give to see her again, to touch her, he missed her smile, her voice the sent of her hair. He missed everything about her. "Yeah...we started dating shortly after I told her I was Spider-Man. She was the first person I told it too, at first it was great but...she worried about how I was getting hurt. We broke up for a time but we worked things out and got back together."

"So she was there for you mostly the entire time huh?" Flash said.

"Yeah...sometimes I don't think I could have made it for so long if it hadn't been for her."

"Wow...she sounds like a great person." Flash told him sincerely.

"Yes...she was." Peter said using past tense.

Flash grimaced at that then he put his arm around Peter. "Hey why don't we hit the kitchen for a snack I don't know about you but I need to keep my energy up and you can tell me more about her. That way at least there will be two people that knew her."

Peter smiled slightly. "Sure...and Flash...thanks."

**LATER**

Diana and Superman were walking down the corridors to the kitchen area. "So how do you think Peter is coping?"

Superman sighed and thought about it. So far he had become like an extended part of their little 'family' somewhat. He himself had actually gone back home a few times worried about leaving Peter alone up in the Watchtower. He had even confessed to Lois as to what was bothering him.

He was glad he had finally told Lois that Clark Kent and Superman were one in the same, okay sure she had been a little pissed for keeping it from her for so long, and she didn't speak to him for a few days but after she had a chance to calm down they had worked things out. She was shocked at the story he had told her of Peter and she could understand why lately he seemed far away at times.

Superman sighed. "I honestly don't know Diana...I hope he's getting better." Then they heard some laughing and both looked at each other and then hurried to the kitchen and there sitting at a table was Flash and Peter actually laughing.

"You seriously _did_ that?" Flash asked holding his stomach from laughing so hard.

Peter nodded his head. "Yeah well, I was surrounded by cops and SHIELD agents both were arguing over who would arrest me so I needed a distraction."

"But I can't believe when you pointed and asked 'is that was Charlton Heston?' they all just stopped and looked that way and you got away!" Flash broke into more fits of laughter.

"Hey no one said government or public servants were all smart." Peter said grinning.

Superman smiled as he looked at Peter that seemed for the first time looked like he was actually enjoying himself. He looked to Diana with a small smile. "You know...maybe he might be getting better after all."

They grabbed something to eat but they watched as Flash and Peter traded stories about some of the more pleasant times of their hero careers. "I tell you Peter I am glad that you're here now." Flash said taking a cup of his fifth coffee that had cream and thirty-seven sugars.

"Why's that?" Peter asked poking at what was let at his pasta.

"Cause now I'm not the youngest person here." Flash said smiling.

"Yet...you're still the most immature." Peter remarked.

"Yeah and I'm still the-hey!" Flash said causing Peter to start laughing. "Oh good one...you're definitely going to be fun." He said with a smile.

* * *

**NEXT UP CHAPTER 3: NEW FRIENDSHIPS**

If you got any plot ideas or anything you'd like to see let me know and I might get a chance to do it.


	3. New Friendships

BlackRoseApocalyps: Well I'm glad you're still there and like it.

KaliAnn: Thanks for the ideas in fact I just a great way to take the story.

Lady Suneidesis: Got some action planned for this chapter, and I'm trying to get out of the angst a little but I don't want it to seem he suddenly gets over it you know?

X-Over: I forgot about Zatanna and Dr. Fate thanks, plus I was thinking of a test and I'll get right to it.

Daveykins: I have an idea for the Joker, but remember Goblin is DEAD and in another reality.

The Uncanny R-Man: Peter will meet a few of the other heroes in this chapter, as for Bats I think it's more of a respect thing.

Morlin: I was thinking of doing that for starters with Peter getting a new job, when he gets the suit back on I'll try and fit them in, as for Supergirl...you and me think a lot alike you know that? But they'll be friends first, I want him to get over MJ first.

Star Lin: I plan on easing Peter into the League and into his new life too. Plus when Peter gets better you know him and Flash will be good buddies since they got the same kind of humor.

Bumpkin: Well he does have a way of picking up kids with hard luck stories like his own doesn't he? You already gave a few ideas in the review, nice I think it gave me a few ideas.

Booyah: Read more carefully because I already said the costume was fixed he just hasn't worn it yet. He'll go to one of the cities soon and I was thinking of something like that to get him going.

Jezrianna: Believe me I use the spell/grammer check in my Word program but it's not perfect, sometimes I can get a chapter out with no error but not as many times as I'd like or want to. I haven't seen the third season so the characters might be OOC if you can help with that please do. I do have plans for Peter going back to the webs, and his 'return' to New York and he will meet some of the other and younger members. I even plan on hooking him up later on with someone but I don't want to give too much away. Glad you liked the rest of it though.

Dapster: Thanks, I think that was the best one I could think of, if you got any ideas please let me know.

Thanks to: hazelle, Ldypebsaby, Gyre, dee, Brutal2003, Tomboy13, DarkKnight92, sma, Proponent of EVO, Sithicus, calamite

AN: I didn't know at the time that Hawkgirl wasn't in the league in the new season but I decided to change that, I liked her too much to get rid of her.

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 3: NEW FRIENDSHIPS**

It had been a few days since Flash had started to get Peter to open up and currently Peter was walking to the observation room. He had just finished tuning up the big spaceship thing in the main hanger bay, he forgot the name of it at the moment and before that he was learning about the teleportation units. He still couldn't get over that piece of equipment. He guessed Hinesburg wasn't completely right about teleportation not being possible after all.

He smiled at the thought, he always loved science and there was just so many cool things, especially since he was told a lot of it was either came from top secret research or alien technology. Although he was surprised when he learned that J'onn, Hawkgirl and even Superman were actually aliens.

He knew it sounded a little geeky but he thought that was just so cool. At first he thought they were mutants but apparently there weren't any mutants in this reality at least not ones with an x-gene. More like enhanced humans like him and a few other aliens as well. Plus the fact he learned that Diana was actually technically an immortal created on an island full of Amazon warrior women that didn't age was a bit of a surprise too, but not by much.

But then again the Ultimates had Thor, and actual god on their team so it wasn't so far fetched he guessed. He remembered the look of surprise on her face when he told her he had actually met Thor a few times and that he was the Asguard thunder god. Boy was she surprised at that.

As he got to the large window he leaned on the guardrail over looking the view of Earth. Even though it was pretty cool that he had been living on a space station he loved the view of Earth from here.

"Troubles?" Came the voice of J'onn from behind him making Peter jump.

"Geez man, I wish you and Batman would stop doing that." Peter said placing a hand over his heart.

J'onn smirked. "Sorry about that. You seem to like this view."

"Yeah." Peter nodded and went back to looking out the glass. "It kind of makes me feel like I'm not so alien to this place."

J'onn smirked at his choice of words. "I though I was the alien here?"

Peter let out a small laugh. "Yeah I meant in another fashion. I know that Earth wasn't your home but in a way it's not mine either." Peter noticed the look of slight confusion on the Martian's face and decided to explain. "You see that my be Earth but it's not MY Earth. If Mars was back to the way it used to be but everything that made it home to you was gone would it still be Mars to you?"

J'onn considered his words. They were surprisingly insightful for one so young. "I can see your point. I know what it's like to feel like you don't belong...and not having a home to go back to and having everything you love taken from you...it's not an easy existence."

"No...it isn't." Peter said sadly. It was strange in the time he had spent he felt more like he could relate to J'onn the most. They were both silent and didn't say much about their past because Peter figured it was just as tough for J'onn to talk about his past as it was for Peter to talk about his.

J'onn too felt like Peter understood him better then some of the other members could, in a way they had gone through much the same, and he was surprised how someone human could feel just as alien to Earth as he did. "You know, I once thought I would never be able to 'fit in' as they say to this world. That I would always feel like an outsider. But in the two years that I've been here I've found that if I let myself I could find a home on this world...and you can too."

Peter thought about it. If a Martian can feel like home on Earth then he guessed he could too, it would just take time. Peter turned to smile at him. "I hope you're right."

J'onn smiled. "I think so...you know what helped me to feel not so foreign from this world?"

"No, what?" Peter asked him intrigued.

"Friends." J'onn told him simply. "If it hadn't been for my friends in the League I wouldn't feel so alone like I did so many years ago, and I know the rest of the League if you let them will be there for you."

Peter smiled at the man's words. "Thanks...that means a lot...and you're right too. I mean in my old life I had few friends, and because of my secret I had to keep most of them at arms length...I couldn't let them too close to me or...they would get hurt."

"I can see why you did that...but you don't have that problem with us. We already know your secret and you have nothing to hide from us."

A small smile formed on Peter's face. "Yeah...I guess you're right about that. You know...it does feel nice to be able to talk about all of this with someone, especially someone who does the whole hero thing and knows what that life is like."

"Sure I talked to MJ about it, but I had to omit certain details so she wouldn't worry so much."

J'onn placed a hand on Peter's shoulder. "Just remember that you're not alone anymore." Peter looked him in the eye and nodded his thanks.

"J'onn come in." Came Batman over J'onn's communicator.

"Yes what is it Batman?" The Martian asked.

"Do you know where Peter is? I wanted to get through his physical evaluation in the training room today."

"He's right here he'll be right on his way." J'onn told Batman and turned off the communicator. He looked at Peter and saw the apprehension on his face. "Don't worry about it, I believe he has taken an interests in you and just wants to know what you can really do."

"I'm not sure that's exactly comforting big guy." Peter remarked and J'onn couldn't help a small smiled as he led him to the training area.

While waiting for Peter, in a room that over looked one of the training areas and had controls for the square room below them were the other members of the League with the exception of Green Lantern and Hawkgirl since they were busy on Earth for the moment or as Flash had said they wanted some 'alone' time.

Batman was studying some papers he was holding with interests. Flash couldn't help but be curious about them, since he was getting impatient. "So what is that Bats?" He asked him trying to look over his shoulder.

"I had Peter test his IQ and take an SAT test to see how smart he was." Batman said in his ever-present even voice that betrayed no emotion.

"Really? How well did he do?" Superman asked him.

"Please how well could he do? I mean sure he's bright but he's what? Eighteen?" Flash said then Batman gave him the papers with Peter's score. "Whoa...I didn't know they went up that high."

"Not for your average person anyway." Superman admitted as he looked over Flash's shoulder at them. Diana decided to take their work for it since she didn't know exactly what a good or average score was for those things, but she guessed by their reactions that they must be really good.

They saw J'onn enter through the room. "He's getting ready by getting his equipment on and changing."

Not long after they saw the door to the training room open and Peter step out. He was wearing his belt with the extra web fluid canisters and his web shooters. He wasn't wearing his costume though but a T-Shirt and sweet pants and was bare foot.

"He's not in his costume?" Wonder Woman asked out loud.

Superman looked solemnly at him. "I think he's not sure if he's ready to go back to being Spider-Man just yet...he's most likely still thinking on things."

Peter however was looking at the square room, it didn't seem so bad at the moment but he knew that things were going to change soon enough. "Alright we're going to take you through a few training sessions so just do your best." Peter heard Batman's voice over some kind of speaker. He could see the others looking at him and Peter looked around not knowing what to expect.

"I just hope he doesn't place this thing on high first time through." Peter muttered. He heard the sounds of machinery and a few other things then his spider sense went off. He jumped to the left and flipped in the air to land facing whatever had set off his spider sense and he saw several orb-like devices.

"Great...looks like those things from the Star Wars movie...only bigger and nastier." Peter said and jumped high into the air avoiding a stun charged energy shot from one of the devices. They beams were set to a low level, they would sting but nothing more, but Peter didn't know that and he didn't want to find out what would happen if he got hit by one of those.

While in the he shot out two different lines and snagged two of the drones. When he landed he swung them together and managed to slam both of the webbed drones into a third that was sandwiched between them.

He sensed another attack and back flipped over another drone and webbed it up completely. The drone's ability to stay in the air was cut off by the webbing that jammed its devices that kept it up and it dropped to the ground.

"Well this is easy so far." Peter said smirking. Then a door on the floor opened up to reveal a few combat drones that were humanoid in appearance. "Uh oh...why do I get the feeling I just got to the next level?" He asked himself as the lead robot fired some kind of energy beam from its eyes. He jumped off the ground and to the nearest wall. "Great, robotic versions of Cyclops just what I needed."

The others were watching as Peter battled on. After a short time Batman decided to take it to another level by activating one of the environmental systems. This specific system altered the makeup of the training area by either elevating, or lowering certain sections or even having walls come up form the ground or walls. Batman was using all of these at random times to keep the room changing.

"You know I was going to say isn't that a bit much." Flash said but as he watched Peter jumped off the walls, and use acrobatics that were beyond a what a normal human could ever do, not to mention how Peter used the new environment to his advantage by clinging to the walls and other surfaces to get angels of attacks on the robot drones that he couldn't have gotten in a plain square room, was definitely an interesting site. "But I think you actually helped him out in that."

Batman didn't say anything as he studied Peter's fighting abilities. "He seemed to have a few martial art moves but they weren't polished, like he was shown them but never really trained in them. But his agility and reflexes he had to admit where amazing and he noticed now Peter used his speed and agility to his advantage and used his strength when he had a clear shot at them.

As Batman looked he guessed Peter was use to fighting in battles where he was either outnumbered, or facing stronger opponents them himself. Peter continued to fight off the drones, he would sneak up from behind and use his webbing to fuse their joints together and then attack. Sometimes he got them to work for him, like when one of them was firing at him he swung across the path of another drone and the drone attacking him shot the other one by mistake.

After an hour of this Peter was beginning to tire. He was covered in sweat and he was losing his speed, he had already gotten 'tagged' a few times by the drones and he also knew just how much those attacks of their stung now and he was now motivated to do his best not to get his again.

It was at that time that all the walls suddenly went back down and Peter saw all the robots suddenly stop, then turn around and go back through one of the doors. At least those that still moved, he saw what had to be a few repair drones come into the room and pick up the other ones. The ones that were webbed up in the beginning were already free of the webbing seeing as it was in the last stages of disintegrating.

"Alright that will be enough for today, go hit the showers." Peter heard Batman say and he was relied by the sound. He nodded and walked off the large locker room areas close by. A nice hot shower and then maybe a little crash on his bed was just what he felt like at the moment. But he had to admit...he had been getting a little itchy for something to do physically.

He had missed being able to cut lose like that and he was wondering if what he had been thinking of ever since he got here was or wasn't possible. Could he give up being Spider-Man. He had tried that already a few times and he always got back. After Eddie Brock had been killed at least he thought he had with the destruction of the Venom suit, he had gone to Nick Fury and asked him to strip him of his powers, to make him normal again.

Fury had told him that he was given a gift and not to waste it. He also told Peter that when he was older Fury wanted him to work for SHIELD, maybe even with the Ultimates. But then again what had being Spider-Man ever brought him but pain and misery to him and those around him he had to ask himself.

In the control room the others were talking about his performance. "He seems quite capable for someone so young." Diana said to them.

"Yeah Pete's got some moves." Flash said with a grin. "You think we could sign him up for the Olympics?" Everyone gave him a look at that remark. "Oh come on. He's win the gold in the gymnastics easy, hell he could land in a seat on the third row of the stadium for his dismount."

"Anyways I think he could use some training, his attacks are a little rough in a few areas." Batman said to them. "Plus I'm not sure if he's ever fought on a team or by himself most of the time."

"Hey kind of like you huh?" Flash said to Batman, but he just gave Flash one of those looks that usually made him shut up before he said anything else that might not be healthy. "Uh...never mind." Flash said backing away slightly.

"Well I don't see why he can't join in a few training session now and then, maybe you could even teach him a few things Batman." Superman said to him.

"Maybe...when I'm not too busy." He said to him.

"There's one more thing we should discuss." J'onn told them. "I feel he should get to know this Earth personally. But since I don't have anywhere on the planet for him to stay in I can't help out with that."

"Yeah but the only ones of us with anyplace where he could crash we have secret identities." Flash spoke up. "But...to tell the truth...I was thinking of letting Peter in on mine, I mean we hang out a lot now and I just doesn't feel right how I know all of this stuff about him and yet he knows nothing about me, well outside the suit."

"That is a good point." J'onn said. "And I believe Peter is becoming slightly isolated, this is all new to him and he needs to get out into the world.

"I think I can help with that." Superman said. "I've been talking with my folks and Lois, and they've been wanting to meet Peter. Plus I think I can trust him with my secret, so I think I'll take him for the weekend to see how he feels about Earth."

"You trust him that much already?" Batman said cautiously to him.

Superman had thought about it. "Even though I don't remember Krypton, I still lost my world, and my birth parents and my entire culture. But when I got here I was taken in and Peter is a lot like me. He lost his entire world and he needs someone to help him adjust to this one."

"I think that is wise." J'onn said with a smile. He remembered how Superman had taken him to his family for the Earth holiday of Christmas. At first he was unsure of it but he had to admit, that was one of his fondest memories of his new life here.

"Well I'll go and talk to him about this." Superman said.

A little later Peter was sitting on his bed. He looked around the room, it was mostly empty and he was wondering if he could get a few things to make not to depressing. He got off the bed and walked over to a table were his Spider-Man equipment was. He had cleaned and adjusted them like he normally did after he used them. It was done to make sure they wouldn't miss fire or jam or anything.

He picked them up and opened a drawer and saw his Spider-Man costume folded up to one side. He froze as he looked at it then placed the equipment in it. He was about to close it when he picked up the mask that seemed to be staring at him.

"What do I do?" He asked himself. It was being Spider-Man that caused all those deaths in his life, so how could he still go on? He knew his Uncle had told him that with great power came great responsibility...but if he put it back on wouldn't he just invite more pain into his life? But then again what did he have to lose anymore?

There was a knock on the door and Peter quickly put the mask back in and closed the drawer. "Ya, come in." He said. He saw Superman walk into his room.

"How are you doing after that training session?" He asked with a smile.

Peter shrugged. "I little sore but I've been worse." He sat down on his bed looking at the man of steel as he had heard him described. "What's up?"

"Well I was wondering if you wanted to see Earth. You've been up here you're entire time and the League felt you should get to know this world."

Peter was surprised at that. Even though living on a space station was pretty cool...he missed seeing a sky and other people. "Yeah I think I'd like that...but...where will I stay? I mean I don't exactly got any cash on me for a motel or something."

Superman smiled at him. "Well you'll be coming with me for the weekend. Tomorrow is Friday and you can visit with me and maybe my family. They've been wanting to meet with you actually."

"Wait you're family! But, wouldn't that mean, well, you know?"

I trust you to keep my secret and so does Flash for you to keep his too." Superman said to him and reached out with his hand. "You can call me Clark."

Peter shook his hand then his eyebrows knitted together. "Clark? You serious about that? That's your real name?"

"What's _wrong_ with Clark?" Superman asked him.

"Nothing...it's...well...you just don't _look_ like a Clark." Peter said to him and after a few blinks Superman couldn't help but laugh a little at that, he guessed Peter would change his mind when he saw him without the tights and in a suit and glasses.

* * *

**NEXT UP CHAPTER 4: THE KENTS**


	4. The Kents

malciah: Oops sorry about that, I never got that issue so I wasn't sure about that. Interesting idea about MJ, I wasn't really planning on any of that but I might later on. I guess I'll just have to see where the story goes first.

Mightierdandasword: I do have plans on him meeting Static later on but Lana is too old for him. As for May, Ben and the others not technically but if they existed then so would he and that would be too difficult.

Dany le fou: I don't plan on Peter falling for anyone right away, when he does met Kara they'll start off as just friends then maybe things will grow from there. I'm not thinking of actually brining in any more Marvel people, that might be too much. I wanted to have more spidey action at the beginning but I couldn't really think of anything, plus he was injured too so it couldn't have been much anyway. You gave me an idea though so watch out it.

KaliAnn: Yeah he'll fun into her, but remember his girlfriend was just killed not too long ago so don't expect any romance at the beginning.

Ldypebsaby: Yeah Flash is fun to write. The Clark thing just came to me and it was too good to pass up. Plus if you look at Superman does Clark seem like a name that would fit him? And yes Supergirl will be there too.

X-Over: No problem it's not the first time that's happened to me. I just want Spider-man being the only Marvel character to bring over, if there are anymore it might be the Six, but I'm not sure. Plus remember this is ultimate Spider-Man from the ultimate universe, any more characters that might show up would be from that same universe. Peter will meet up with the Teen Titans later on along with other DC characters.

Vegabond: That mutation thing actually happened to Spider-Man in the comic books way back in like the 70's, it was also around the time they introduced Morbius for the first time in the comics.

The Uncanny R-Man: Actually I was thinking he would meet them, but I think he's too old to join up. And I think Martha will try something like that, and yes Kara and Peter will have their first meeting.

Star Lin: Yeah I didn't want Peter to decide to be Spider-man just like that, I want to try and make it seem like he was actually coming to terms with everything. Yes Peter will still do the photography part later on, I mean he has to do something for a living right?

Dapster: Well he will see the Planet but Jimmy Olsen already has the job there, besides I want to send him back to New York, since in DC universe there are hardly any heroes there if any at all.

Thanks to: Bumpkin, hazelle, Gyre, Jezrianna, Brutal2003, TJ Thunder, Manga-faerie, Lady Suneidesis, SiriusAboutMarauders, Morlin, Urazz, Winblades, Showstopper

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 4: THE KENTS**

Peter got a small suitcase that he was packing what little clothing he had. He wasn't sure what he would need so he just got the basics. There was still room in his suitcase and was looking through the drawers wondering what else he might need.

Then he came to his Spider-Man costume. He was thinking about whether he would need it or not or if he should just through the thing into space. He thought once again about just quitting but then what would his life be like then? And wouldn't that make all the scarifies he had made all for nothing? He considered that last one pretty closely.

He decided that since he didn't know what exactly he would expect in this Metropolis city, then he might need something anyway...just in case. So he packed it with the hopes of not needing it and walked off to join Superman at one of the new teleportation units. Apparently before now the League members had to use something called the Javelin 7 to get to Earth all the time and this was something new.

He met Superman but he was dressed in a suit, glasses and his hair was slicked back. Peter was a little surprised at this. He had been wondering why no one recognized him as Superman and now he could see why. The suit hid his muscular form and with the hair and glasses he looked like the kind of guy that got beat up for his lunch money as a kid. Something Peter had happened to him a few times in his freshman year in high school.

"Okay..._now_ you look like a Clark." Peter said to him.

Clark let out a small laugh and they stepped onto the transporter and ended up in Clark's apartment in Metropolis. Peter looked around and was amazed at the place. "How much do you get paid as a reporter?" Peter asked as he looked around. This place was huge and nicely decorated.

"A lot." Came a female voice, which made Peter jump. He turned to see an attractive dark haired woman in a white skirt and business shirt top. She walked up to them with a smile seeing Peter's reaction, which was like a deer caught in the headlights kind of look. "So you must be Peter? Hi I'm Lois." She said and extended her hand for a handshake.

Peter blinked a couple of times then shook her hand. "Uh...okay, hi then." Peter was confused to say the least.

Lois seeing this turned to Clark. "You didn't tell him about me didn't you Smallville?" She asked him using the nickname she always had called Clark by since the first day they met.

"Sorry about that." Clark apologized. "I didn't mean to, I figured you wouldn't be here and he could meet you tomorrow, I'm just dropping his stuff here before we head on to my folks today."

"I know." Lois said to him. "That's why I can here early, I just had to met him." She turned to see Peter was trying to make sense of it so she figured she would enlighten him. "Clark and I are involved. I know he's Superman...I just wish he hadn't taken years to tell me though." She said sending a slight glare his direction. Clark sighed knowing he's never would hear the end of it, but he was glad he finally told her anyway.

"Years?" Peter said a little surprised. "Man, I told my girlfriend after a could of weeks."

That make Lois' head whip around to him surprised at that statement, then she cast a particularly nasty look to Clark. "A few _weeks_ huh? Well...better late then never I suppose."

Clark mentally groaned, he wished Peter hadn't had said that. Now Lois would most likely compare that to their relationship and from the look on her face she knew they were going to have one serious and very uncomfortable talk latter on.

Lois picked up her purse. "Well I got to get back to the Planet, nice meeting you Peter and it's nice to know at least _one_ male has the guts to go through with that without taking their sweet time." As she left Peter cast a sympathetic and apologetic look to Clark.

"Sorry about that man, I didn't mean to get you in trouble like that."

Clark sighed. "Yeah well, you didn't know. She'll get over it, I think this is just her way of getting back at me for keeping it secret for so long. So place your suitcase somewhere and I'll fly us off to my parents place."

"Why didn't we just teleport there?" Peter asked as he placed his suitcase next to the couch.

"The teleporter can take a person up to the watchtower from almost anywhere but there are only a limited number of places that it's programmed to go to, besides it wouldn't be safe to have a computer that had the location of my parents place, even if it is in the Watchtower."

"Oh...that makes sense." Not long after that Clark flew them as fast as possible without harming Peter, since most people Superman knew couldn't survive his fastest speeds, it took longer then usual but they touched down on a farm in Kansas.

Peter looked around the place, he'd never actually been to a real farm but it looked like what he'd seen in movies and TV. There was a two story white house and a barn behind it and a field too. It also had a peaceful feel to the place and quieter then a city. Even the Watchtower which if you listened had a hum of power or some kind of computer or machine voices. "Nice place." Peter said honestly.

Clark smiled and put a hand on Peter shoulder as he led him to the house. "Come on, I'll introduce you to my parents." Peter walked up to the house and went in after Clark. "Mom, dad you here?" Clark called out.

"I'm here." Came a female voice and Peter saw an older woman with short gray hair but seemed to have a calm and kind face and aura about her. She saw Peter and smiled and he couldn't help but smile back. "So you must be Peter, Clark's told us a lot about you. So how are you doing dear?"

Peter shrugged. "Better then when I got here Mrs. Kent."

"Please call me Martha, well come in and sit down. Clark can you get your father I think he's out back."

Clark nodded. "Sure thing." He looked around the room then stopped. "Looks like he's trying to fix that tractor again." He said with a smile. As long as he could remember his father had battled with that thing. He refused to get a new one as he kept saying if he could keep going at his age so should his equipment.

Peter watched him leave and shook his head in amusement. "X-Ray vision definitely comes in handy. Must have been hard to surprise him with gifts on birthdays and Christmas."

Martha laughed at that. "You have no idea, it took us awhile to try to put led around the gifts so he couldn't see them."

Peter laughed at the thought of him trying to see through the gifts and not being able to. As they waited for Clark to return with Jonathan Kent he and Martha talked and he soon realized just how much she seemed to remind him of his Aunt May. They were both kind and caring people and sitting there talking to her was both comforting but also brought back how much he missed his family.

When Clark brought in Jonathan a man about the same age as Martha but with glass, gray hair and was going bold up top reminded Peter a lot of his uncle Ben too. He could understand now how Clark seemed to kind to everyone if these were the people that raised him. When lunch came around Peter was hard pressed to eat up since Martha had thought that he could use a little more meat on him and said he looked a little too skinny.

"Trust me I'm fine." Peter said in good humor. "Besides if I eat anymore of this great food my stomach will burst."

"Yes she does that." Jonathan said. "How do you think I got this slight spare tire on me?"

Martha gave a light playful slap to his arm. "I never heard you complain."

"And you never will." He said with a smile.

Clark was enjoying this but then a communicator he kept on him in case of emergency went off. Everyone stopped and watch as Clark activated it and place it to his ear. "Superman I'm here...yes...Alright I'll be here." He put it away and stood up. "Is it alright if Peter stays here until I get back?"

"Of course it is." His mother told him.

"Thanks." Clark said to her then turned to Peter. "Sorry there's some major disaster I need to go, but I'll be back as soon as I can."

Peter nodded. "No problem, believe me I understand." Clark nodded once then in a blur he was gone. Peter looked to the Kents. "So I guess I'll help clean up if you want?"

"You don't have to do that." Martha said as she gathered the plates. "But thank you for offering."

"If you want I could use some help out back." Jonathan told him as he got up.

"Sure, I always wondered what you do on a farm." Peter told him. For the next few hours Peter helped out fixing the old tractor, which was a task on itself, and left Peter greased up and had to wash off. But since he liked working with his hands he enjoyed it. He also did a few more odd things around the place and he and Jonathon talked and joked around.

For the first time in days Peter seemed to feel better then he ever had. A few hours later Kara Kent, who was the last survivor of Krypton's sister planet Argos was walking home from school. 'I'm so glad this is my last year at high school.' She thought to herself. 'It's not like I don't mind Smallville but I really want to get back to the city again.' The only problem was where to go for collage? If she chose Gotham she and Barbara could hang out but Batman might not like her in 'his' city.

There was Metropolis, but she kind of felt like that was Clark's city and she wanted someplace where she was needed but also felt like she wasn't getting in someone else's way.

She reached the front door and the cat of course ran right outside like always. "Hey I'm back!" She yelled out before dropping her stuff in her room upstairs. She reached the top of the stairs when she saw Martha at one end of the hall.

"Oh Kara, we got company over." Martha told her.

Kara groaned. "Is this the kind of company that I need to be 'normal' for?"

Martha smiled and shook her head. "No he's different then normal people. Clark brought him over but he had to leave. He's outback helping Jonathon right now."

"Really?" She asked now interested. "Who is he, have I heard of him?"

Martha got a little saddened look on her face remembering the stories Clark had told them of Peter. "Well he's about your age but I don't think you'd know him."

"My age? Really?" She liked hearing that, most of the other heroes on this planet were either older or younger then her and it was nice if she could meet someone her own age. Granted she was friends with Barbara but she was only slightly older. "Is he cute?"

Martha nearly laughed. "Well you'd have to find out yourself."

"I think I will." Kara said with a grin and speed off to her room to drop her stuff off and changed out of her school clothing into shorts and a plain T-shirt and went to see where they were. She heard some sounds from the barn and saw Jonathan and a boy about her own age with short brown hair.

Peter was throwing a few bails of hey up to the loft, but from the ground up. Jonathan watched as Peter just grabbed the bail of hay and then easily threw it up to the second level "Impressive." He said seeing Peter throw the tenth one up there and he wasn't breaking a sweat yet.

"I'll say." Said Kara from behind walking over to them.

Peter was surprised by the voice of a pretty girl with long blond hair walking over. At first Peter was starting to panic that she saw him throw that bail a lot easier then a normal person should have but remembered about a girl named Kara that lived here that was also a Kryptonian. "Kara right?" He asked slightly hopeful that it was and not some neighbor's daughter here for a visit.

She nodded. "And I guess that makes you Peter right?" Peter nodded at her question.

"Well now that you're here why not help finish this off with Peter?" Jonathan asked her. "I'm getting a little too old for this anyway." He said good-naturedly.

"Sure thing." Kara said and grabbed one of the bails and threw it with easy to the top. It didn't take long for them to finish it up as Kara threw up the last one. "So besides strength you got anything else you can do?" She asked Peter.

Peter smirked and did a back flip to the wall and stuck there. "Well I can cling to almost any surface and stay there, and I got spider like speed, reflexes, agility and balance."

"Spider powers? Eww." Kara said making a face at that.

"Hey." Peter said to her slightly offended. "It's not _that_ bad, and I like them." He stopped for a moment at what he just said. Ever since he got here he wasn't sure if he even liked his powers...but then he guessed maybe that Freudian slip told him the truth about it.

"Whoa, I didn't mean anything by it...it's just...well...I just find spiders a little...gross." Kara told him and Peter gave a mock glare.

"You do know that when I was still in the hero thing I called myself Spider-Man right?"

"Uh...no I didn't...sorry." She said slightly embarrassed. "Wait a minute what do you mean by was?"

Peter sighed. "It's kind of a long story."

"No problem I got the perfect place it's quiet, got a great view and no one should bother us." She said to him.

"Alright...where?" He asked. Later they were on the roof of the barn, he had jumped up and she flew and while up there he explained his past and that he had somehow ended up on this world. Kara was silent for a moment as she saw a side of him she hadn't noticed.

Now she noticed the slight bags under his eyes, most likely for a lack of a decent night sleep. She also felt a familiar pain in herself that she had tried to bury ever since she had woken up on this world. Peter noticed how quiet she got and also noticed the look on her face. "Are you alright?"

"Y-Yeah I'm fine." Kara said but she turned her head away from him and Peter knew at that moment there was something going on.

"You want to talk about it?" He asked her gently. He knew it wasn't easy talking about the pain a person kept inside them so he wasn't sure if she was or not.

It took a moment but Kara thought since he had unloaded on her she could do the same. Besides she was tired of keeping this to herself, she hadn't even spoken about it to Barbara but that was because Kara felt she couldn't completely understand. 'But he might." Kara thought about it. So she decided to tell him.

"It's just...it kind of reminds me of my own story. You see I was born and raised on Krypton's sister planet Argos. When Krypton was in the last minutes of destruction my parents put others and myself into stasis...but when Clark found me...I was the only one left alive. All the other ones failed and...I was the last person of my world. Clark was sent here a baby but for me it was just a few years ago. I still remember my parents...my friends...everyone." She wiped her eyes from the tears that came.

Peter gently placed a hand on her shoulder and she looked into his eyes and saw understanding there. Peter also could see all the joy in her eyes replaced by the sadness and pain of her loss. "It's not easy losing everything." Peter told her and Kara nodded.

"Yeah." She agreed. "Even though I do love it here...I still miss my old life from time to time. But...I can't do anything about that."

"You can just live with it...one day at a time." Peter said finishing her train of thought. They continued to talk on the roof telling each other about their lives, about friends they had made and about all the fun times they had. They even talked about people they cared about, Peter told her of MJ and Kara told him about his boy she was seeing behind her parent's backs at the time of her planet's death.

They talked like old friends up there until Martha called them down for supper. It wasn't until then they realized they had talked for hours and hadn't realized it. "Wow...time warp." Peter said looking at the sun going down.

"Tell me about it." Kara said equally surprised. "Peter...thanks for the talk. It...felt nice to finally talk to someone who understands."

Peter nodded. "Yeah, same here." Both teens smiled and went inside for the meal. By then Clark had come back and they all ate the meal talking and laughing and for a moment Peter felt like part of a family again. He hadn't had something like this in such a long time he had nearly forgotten it. It felt good and when Clark told him they had to go back to Metropolis he was a little saddened.

Martha hugged Peter. "Take care Peter."

Jonathon placed a hand on his shoulder. "Anytime you want to come and visit and help out please do."

"Sure thing." Peter told him with a small smile on his face.

Kara shook his hand. "Well I guess I might see you later then. I'm thinking of visiting Metropolis sometime this weekend, and I could show you around the city sometime?"

"I'd like that thanks." Peter told her. He was glad to have met the Kents, they reminded him of times in his life when he was truly happy and Kara seemed like a nice girl and he hoped they would be friends, it would be nice to have a friend someone his own age, he felt like such a kid around the other members of the League, even Flash although not by much in that department.

As they came back to Clark's apartment it was night and Clark pulled out the sofa bed and set it up for him. "Well I'm going to patrol the city for a few hours, make yourself at home."

"Alright...and Clark, thanks for today. I really needed it." Peter told him and Clark smiled and placed a hand on his shoulder.

"I know this is tough adjusting to everything, I just wanted to show you your life doesn't have to be empty, and that myself and others will be there for you. You're not alone in this."

"Thanks." Peter replied. As Clark changed back into Superman and left Peter decided to chance into his sleep wear and sit down on the sofa bed. It was facing a large TV so he figured if he could find any shows that were on this world that he had watched on his own.

But Peter noticed one other thing. The pain was still inside him and he knew that would never go away, but the loneliness that plagued him wasn't so bad anymore, and for the first time he really felt he might make a home for himself in this world.

* * *

**NEXT UP CHAPTER 5: RETURN OF A HERO**

While in Metropolis Peter makes a choice if he can continue on as Spider-Man


	5. Return of a Hero

Spyder616: I have no clue, I've read a lot and just started writing last year and apparently it was a talent I didn't know I had, go figure.

Morring star: I know that outfit and I'll think on it, but I want to see if I can have him hold his own, if Batman can do it then I think Peter can.

Jezrianna: Don't worry I'm not going to rush any relationship, and I only had to go on was the episode but thanks for that info.

Morlin: Spidey will face off against other villains only a little later on. I want to try and find a synopsis for that episode cause I don't get the 3rd season here but I want to have Peter meet Terry.

Dr. Evans: Maybe I will, I'm not a big Titan fan but I'll give it a shot.

Ervin: Sorry I won't do that, they need that kind of weakness. Plus that would require genetic tampering and that could be dangerous. Besides only a few people have access to that stuff.

Winblades: lol, Black Mage, now that's a new one. He'll meet up with a few DC villains don't worry about that.

Kaliann: He'll go to the other homes eventually and yes he'll go to New York too.

X-Over: Yeah I got plans for all of those ideas on the drawing board so far, and I'll get to them when I can. I have no idea how long this story will be but I plan to make the most of it.

The Uncanny R-Man: Yep that's the episode where I got it from. I figured Lois was the kind of woman who would use that to her advantage.

Star Lin: I'm glad you liked it and the Lois scene. That and can you honestly picture Peter anywhere else then NY? I can't. I still look forward to that story.

Dapster: Yeah that would get too complicated so the entire Parker family doesn't exist in the DC world. As for Kara, well I'm not telling maybe it will then again I might chance my mind.

Thanks to: booyah, Bumpkin, Gyre, c-wolf, rockflyer, jedi3, Urazz, Xih, Ldypebsaby, SiriusAboutMarauders, Proponent of EVO

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 5: RETURN OF A HERO**

She was here in his arms. Mary Jane, the green eyed red head that held his heart. She was in a blue winter coat and he was holding her close. "Let's run away together...let's just ran off and get married." She pleaded with him.

He gently stroked her face with his hand as he looked into those eyes when she looked up at him. "Not yet." He said and held her close. Then Peter woke up.

Peter woke up to the smell of cooking food. He looked around at the unfamiliar place and remembered where he was. He looked around and saw from across the open spaced apartment. The memory of that night in his life was still fresh in his mind. He remembered that day, it was the day MJ had tried to run away from home and Peter had gone looking for her and had found her.

He would always remember that day. He knew she had meant what she told him, even though only fifteen she wanted to spend the rest of her life with him, and Peter felt the same. He felt a stab of sadness in his heart then as he knew that would never happen now. She was dead...as was his dream of a life with her at his side as his wife. It had been three years ago and ever since that day he couldn't wait for the day they would be together.

But that's all it was now...a dream...a shattered dream at that.

He looked over at Clark making breakfast, at least that's what he figured he was doing since food kept being placed on the table but he was moving so fast he looked like a blur of motion. He got up and went over to the table and Clark had just finished. "Morning." He said cheerfully and Peter gave a slightly annoyed look. He never was much of a morning person himself. "Sleep well?"

Peter shrugged. "Alright." Considering he woke up once in the night and tried to get back to sleep. His nights weren't as bad as when he first was here.

"Anyways I remember how you liked to take photos and I figured you could get back into that if you like." Clark said as he went to a drawer and pulled out a camera and placed it on the table. Peter was both surprised and grateful for this.

"Oh man...thanks, I mean...are you sure I can have this?" Peter asked Clark. The older man just smiled and nodded.

"It's not a problem." Clark assured him. "Besides maybe you could find something to do at the Planet. I mean I'm sure Jimmy would like to have another person around that know about photography more his own age."

Clark looked at the time on the clock. "We better hurry, Lois will be here to pick us up and she hates being late." After breakfast and a quick shower and change Peter was ready just as Lois had arrived.

"Hey how was it with Clark's parents?" She asked them as they left the apartment and Clark locked up.

"It was pretty cool actually, never been to a farm before that." Peter said with a genuine smile.

"Tell me about it." Lois said laughing a little. "I was an army brat, so most of my childhood was spent at military bases. Plus the Kents are a nice couple, and I can see their influence in Clark too."

"How so?" Clark asked her but he already knew the answer to it, this was just for a little fun.

She gave him a sideways look and a small smile. "Well there is the whole boy scout thing you got going for you."

"I thought it was one of my more endearing qualities that you liked about me?"

"It's not...it one of the qualities I love about you." Lois told him with a look of affection, and Clark returned that. Peter just grinned at the two of them, he could tell they had been together if not romantically then personally for years. Like they were best friends who became something more.

His smile faded as that brought him back to MJ. She had been his best friend for years before they became romantically involved. He just wished that they knew how special what they had and didn't lose it. It wasn't pleasant to go through that as he was learning through experience at the moment.

It wasn't until they were in Lois' car they noticed that Peter had been quiet and almost reclusive. Lois and Clark shared a look and Lois decided to try and get him to open up. "So Peter, you have any experience with journalism? Clark told me you used to work for one."

This brought Peter out of his thoughts. "Uh...oh yeah. I handled the Daily Bugle's web page." He saw the grin forming on her face in the rearview mirror. "Yeah, I know. Spider-Man, wed page manager the irony isn't lost on me." He said with a small smile. "Plus I was doing a little freelance photography from time to time."

"That sounds interesting." Clark said. "Who was you're employer?"

"This guy called Jameson."

"Nice guy?" Lois asked and Peter laughed. "I take that as a no then."

"You have no idea." Peter said to her from the back seat. "Let me paint you a picture. A guy with a crew cut hair, black and graying on the sides, always has a cigar has a Hitler mustache and is grouchy 24-7."

"You're kidding?" Clark asked him turning around slightly.

"I wish." He said in humor remembering the man. He was one of the few people he might not exactly miss that much from his world. "The guy also tried his best to make me look like a villain every chance he got. Even distorting the facts to do it."

"Why?" Both Lois and Clark asked at the same time. As journalist they tried to get at the truth.

Peter shrugged. "Don't know. Maybe a spider bite him once as a kid and he never got over it."

Later they arrived at the Daily Planet. Peter looked up and saw a giant cement planet earth with the Daily Planet around it in a ring on top of the building. "Nice." He commented to himself and walked in. He got through security with Lois and Clark and was given a visitor's pass.

They went up to the office floor. It was a lot different then the Bugle that Peter could see right away. The place was more open and there were no cubicles and the only office with walls and a door was one that he figured belonged to Perry White, the man in charge.

"Hey guys what's up?" Someone said to them. Peter looked and saw a redheaded boy maybe a year or more younger then him with spiky red hair and a few freckles wearing a camera around his neck. "Who's the new guy?"

"Jimmy this is Peter, he's visiting with me for the weekend." Clark said. "Peter this is Jimmy one of our best photographers."

"Hey nice to meet you." Jimmy said reaching out for a handshake that Peter returned. "So where are you from?"

"New York." Peter said to him. "Interesting camera, a bit old but then again the older models were built better I think."

Jimmy's face brightened a little. "You know cameras?"

"Yeah, I did a little freelance for a paper in New York, but I had...well I had to drop it, freelance doesn't pay that well."

"Cool!" Jimmy said. He rarely found anyone else to talk to and the other photographers were either out covering things far away or were too old to get most of his live style. While Lois and Clark went about their work Jimmy showed Peter around and told him a few interesting things about the work place.

"So you must be Parker right?" Came a voice from behind them. Both of them turned to see a middle aged man with a slight spare tire and slightly balding.

"Mr. White, yeah this is Peter." Jimmy said friendly.

Perry shook Peter's hand. "Glad to meet you son." He said pleasantly and this threw Peter a little, he was so used to Jameson that this was the complete opposite of what he had been expecting. "I hear you're a photographer?"

"Yeah, freelance mostly." Peter admitted.

"You worked for anywhere I would know?"

"Uh...I doubt it." Peter said trying to think fast. "The paper I worked for...isn't around any longer." He had learned that if you put some truth into lies they were somehow more believable.

"Well if you're good maybe I might buy a few, but Jimmy here is pretty good, one of our best so you got to do a lot to impress me."

"Thanks Mr. White." Jimmy Olsen told him beaming with confidence.

After that Jimmy finished giving Peter the tour and now he was getting a little bored, sure it was nice but without something to do he was climbing the walls so he walked over to Clark. "Hey, I'm going to go check out the city."

"Are you sure you want to do that alone?"

Peter smiled. "I won't go far 'dad' and I promise to bring back the car too." Clark was glad that Peter seemed to be loosening up a little. So Peter tucked in his visitor's pass so he could get back in later and walked out. The city seemed kind of nice, a lot...cleaner it seemed then New York.

He went a few blocks and was enjoying his walk. "Someone please help!" Came a female's shout. Peter knew it was too good to be true he looked around but no one was close enough to see it.

"Damn it, no phone, not even a cop in sight...it must be a universal constant in all realities." He muttered to himself as he ran to the nearest alley where the sound came from. He saw a young woman in heels, a skirt and a blouse with short dark hair maybe a year or so older then him with two men.

One was holding on to her while covering her mouth. The other was looking through her purse and took out some monkey and stuffed it all in his pocket and threw the purse aside. "Well it's not much...but maybe we can take something else." The man said with a cruel grin and pulled out a switchblade and cut off a few of the top buttons on her blouse.

Peter could see the fear in the woman's eyes and new he had to do something.

"Let her go." He said angrily, it was things like this he despised most of all. This wasn't just a crime, it was a violation and it was something Peter hated of all the things he had seen.

"Get lost kid." The other one said.

"Make me." Peter said coldly as he walked up to the man with the knife. Peter had faced things that would cause these so called men to wet their pants if they thought they could intimidate him they were sadly mistaken.

"You asked for it punk." The knife wielding one said walking to Peter with a predatory grin. Peter's face was just passive and showed only his determination and anger. The man swung the knife at his face but Peter easily caught it and broke the man's wrist.

Peter heard the sickening snap over the man's screaming in pain and fell to his knees as Peter let go. The other one seeing this threw the woman to aside and she fell to the ground. She watched in surprise and fascination as she saw the other man charge towards the young man trying to save her. She saw him dodge under the punch and punched the man in the gut, and very hard by the looks of it.

As he was bent over holding his stomach the young browned hair man punched him in the side of the face with a left cross and he went down to the ground and stayed there, evidently knocked out. The other one was struggling to his feet and ran at him. She was going to shout out a warning but he seemed to know it was coming and side stepped him and grabbed his jacket and threw him head first into a dumpster.

Peter saw both of the muggers were out cold and went to the young woman. He reached down to her. "We better get out of here." He gently told her and she nodded and grabbed her purse and fled with him. It wasn't until they ran a few blocks until they slowed down. "Are you alright miss...uh sorry I don't know your name."

"Cathy." She told him. She felt her heart racing and suddenly the reality just sunk in. She never thought something like that would happen to her, and then she realized what would have happened to her if this he hadn't come to save her.

Peter saw her suddenly stop and lean against the wall. "Hey are you alright Cathy?" He asked her worried. He saw her starting to cry and Peter put a hand on her shoulder. She looked at him and suddenly hugged him.

"Thank you, oh god thank you." She whimpered to him. Peter held her close, he had seen this happen a lot of times. After she was over the shot she wiped her tears away. "I'm so sorry...I shouldn't have just done that."

"It's alright, after something like that I'm not surprised."

"Well I'm glad you came for me...I just realized I don't know your name." Cathy told him.

Peter kindly smiled at her. "It's Peter. Do you want me to walk you home or something?"

"I-if you don't mind." She said. She was holding her blouse closed at the top and Peter could tell she was still scared so he decided to make sure she got home safe. On the way there he tried to take her mind of things and he didn't know it, she was grateful for it. They got to the front door she stopped next to him.

"So do you live around here?" She asked him.

"No, I'm just here for the weekend I'm staying at a friends."

She looked a little disappointed. "I'm sorry to hear that...this city...maybe even this world needs more people like you in it."

"Really?"

She smiled at him. "Really, I know the world would be a better place." She kissed his cheek then. "Thank you again, you saved me and you didn't have to...but you did. You're a real hero in my books, I know that sounds cliché maybe even stupid...but it's true."

They said their goodbyes and Peter walked on feeling better about himself suddenly. He had helped a person out without the costume. Did that mean he was still a hero without it? Could he just walk away from helping people or was this who he truly was deep down? Someone who helps others and tries his best to make the world a better place? Well there was only one way to find out.

Peter had found his way back to the apartment, after looking at the subway maps he found the shortest route and with a spare key Clark had given him he got in then lock the door behind him. He couldn't believe he was going to actually do this, he was thinking he must have been nuts or something.

But there was the other part, the larger part of him that had been rekindled that said that this was the right choice. This was the part of him that had tried to do good in the world to help those that couldn't help themselves. He wasn't sure if he still had that same fire inside himself, but after what had happened today maybe he could really do it again.

He got out his suitcase and found the costume and equipment. He was lucky that Clark's apartment window was high up and not close to another window but he guessed Clark picked this place so he could fly in and out without too much worry about someone spotting him.

He put on everything except the mask. He looked himself in the mirror in Clark's room, staring at his face. "Well...it's now...or never." He said to himself and pulled on the mask. He walked out into the balcony and without thinking twice jumped off.

An hour later Clark and Lois were having lunch at a small outdoor café that was near the Planet. They always liked to come here, since it was close to work and it had good food and service. They were at one of the outside tables talking.

"I hope Peter is all right." Clark wondered out loud.

"I'm sure he's fine." Lois assured him. "I mean after all he's a tough kid and if he's lived in New York his entire time he knows what to do and not do in a city. Besides Jimmy is most likely with him."

Clark was looking over her shoulder. "I don't thing so." Lois looked confused then looked over her shoulder surprised to see Jimmy walking towards them.

"Hey guys. I was wondering if Peter was with you guys." Jimmy said seeing them.

Clark shook his head. "No I thought he would have been back by now."

"Stop him! Someone please stop that man!" A woman shouted and all three of them and others looked to see a man running from woman with a purse. Clark stood up out of instinct but looked around to see if there was a way to slip out.

"Look up in the sky." Someone shouted and pointed.

"Is it a bird?"

"Is it a plane?"

"No it's...I don't know who that is."

The next thing the people on the street saw was someone dressed in a red and blue costume with a spider symbol on it, swinging overhead on webs heading for the purse-snatcher. People watched as this new hero picked up the criminal and with an acrobatic air show ended up tying him upside down in webs from a street light and handed the purse back to the woman.

"Thank you...who are you?" The woman asked him.

"You really want to know? I'm Spider-Man." He told her and shot a web-line and took off over the streets.

Clark was smiling the entire time then turned to Lois and whispered as Jimmy was trying to get pictures. "I think we don't have to worry about Peter." He whispered.

A few hours later Peter had landed on one of the taller buildings of the city. He looked around the unfamiliar city landscape. To him Metropolis seemed to a more futuristic then most cities, it was a nice city and already he stopped a few muggings and a bank robbery, which he got pictures of himself stopping. What really threw him for a loop was the fact that people actually seemed relieved to see him and even the cops had thanked him.

This was new to him since most people just hide from him in fear or the cops pointed guns at him yelling to get down on the ground. It was a nice change. "Well so far this has been surprisingly a good day." He said to himself. "Now I only got one problem." He looked around the city. "How the hell do I get back to the apartment from here?" He looked and tried to find a few landmarks but didn't see any from where he was.

"I am so freaking lost...mental note...get a city map of this place as soon as possible."

* * *

**NEXT UP CHAPTER 6: THE METALIC MENANCE**


	6. Metalic Menance

Dr. Evans: I was thinking of that, but I'll put it in later in this chapter.

Casy: Well I'll keep my eye open for yours. But I also write several other stories at the same time, but I try to update at least once a week, sometimes more.

Jezrianna: Yep it's Metallo, and Peter will be key to defeating him, since Kryptonite doesn't effect him. I know it was cliché but I like to use them from time to time.

Bumpkin: Well then happy birthday then.

Kaliann: Sorry no job at the Planet, he's not staying in Metropolis.

Star Lin: No problem with the review and I'm glad you found that last part as funny.

Ldypebsaby: Don't know if she might be back, I don't got any plans for it, and if he still has doubts then this chapter will fix that.

Winblades: Yeah you guessed right about the villain, no acid webs though. Thanks though for what you said about the Peter's love/hate relationship with what he does. And there might be a small rivalry with him and Jimmy, but I think a more friendlier one.

Urazz: Well I'm working on like four other fics. So to pass the time you could check those out too. I got two more Spider-Man crossover stories as well.

Metal Dragon1: Yep Metallo and Spider get into a fight in this chapter.

The Uncanny R-Man: There will be a mention of Lex that I just had to do in this, you'll get what I mean when you see it.

Thanks to: Gyre, fire inu, X-Over, c-wolf, booyah, SiriusAboutMarauders, B-master, Morlin, Aaron

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 6: THE METALIC MENANCE**

It had taken awhile but Peter finally managed to find the apartment again. It wasn't easy, he had to find the Planet then it took a few tries to backtrack his way back to the apartment. When he got back in it was getting late, most likely after five.

"Exploring the city?" Clark asked him. Clark had heard him come in and gone to see him in his bedroom.

"Yeah...sorry about being late but I got turned around a few times out there." He said slightly embarrassed.

"Hey is that Peter?" Came a familiar voice. Kara poked her head inside the room. "Hi again." She walked in and looked him up and down in his suit. "Okay...I'll admit. The costume is kind of cool." She said grinning at it.

"Uh...thanks." Peter said a little perplexed to see her here.

"Hey I said I was stopping by Metropolis for the weekend, and Lois said I could crash at her place." Kara told him. "So you back in the hero business?" She asked him hopefully. He seemed like a nice guy to her and after their talk she was hoping he would go back to it. The world could always use more heroes.

"I think so." Peter told her taking off the mask.

"Well it was certainly an impressive display." Lois said also coming into the room. "You're just in time, we were going to eat soon so you better get ready."

"Alright." Peter said grabbing going into the living room to grab his normal clothes and changed in the bathroom. A couple of minutes later he came back out ready to eat, he hadn't been able to get back to the place in time for lunch and it's not like he could just go to a fast food place in his Spider-Man suit, even if he could it wasn't like he had any money on him as Spider-Man.

When he came out he smelled something good cooking and saw everyone gathering around the table. So he sat down across next to Kara as they ate. They asked him a few things like anything interesting he had come across.

"Well no super villains at least, just the regular crime you find." He admitted. "Although it is strange not having people frightened of me or the cops shooting at me."

"You mean the police in your world actually SHOT at you?" Kara said. She couldn't believe they would do that.

"Yeah I got the bullet wound scar to prove it." He said in a darker mood. "But I'm not sure which was worse, the people reactions or that movie they made about me."

"They made a _movie_ about you?" Kara said surprised at that. "That must have been so cool!"

Peter shrugged. "Not really. One it wasn't about the real me for obvious reasons, secondly I didn't even get paid or anything. I mean they made a mutli-million dollar move about me and I didn't see a dime about it, I mean you know how expensive web fluid is? Plus when I went to the set they were filming me to save money and started to ask me all these questions and tried to pay me to take my mask off."

Clark shook his head. "I can't believe that, they actually did that?"

"Yeah by the director himself, Sam Raimi."

"Wait, the Evil Dead guy did your movie?" Kara asked him. She remembered watching those movies with Barbara one time. "Who played you?"

Peter winced at that one. "Tobey Maguire."

"The guy from Pleasantville and Seabiscuit?" Lois asked trying not to smile.

"Uh...yeah." Peter admitted. 'Great, now I'll never hear the end of this. I just hope this doesn't get back to the League.' He thought to himself. The rest of the night went pretty well and Clark had asked her if she had finished her homework before flying to Metropolis. The look on her face was kind of funny to Peter but he was sure he didn't laugh at her. She was 'mostly' done as she claimed and Peter offered to help her out if she wanted.

She of course was glad for the assistance, in return she offered to show him around the city, which he was glad for after getting lost. After Lois and Kara had left Peter had asked Clark if there was anywhere nearby that he could develop some film. Turns out Clark just got it there in a few seconds and an hour later he had his pictures back that he took that day. He planned on seeing if Perry would want a few.

Peter had another restless night that night but it still wasn't as bad, but he was still not getting a lot of sleep, but then again he was used to that too. Being Spider-Man, going to school, having a personal life and working did that to you from time to time, well most of the time.

In fact the time at the Watchtower was the longest break he had since he started as Spider-Man. Peter walked to the kitchen counter and sat down. Clark saw him and smirked. "You're not a morning person are you?"

"No...not really." He tried to stifle a yawn. "Coffee please." He asked. Later when he was ready Peter put on a long sleeve shirt on, mainly because of how it hit his costume underneath. Since he went out already as Spider-Man, he figured he get used to wearing the suit under his clothing again.

When he saw Lois' car he hopped into the back seat but found himself next to a girl with brown hair in a ponytail and glasses in black pants and a red and black jacket. "What the? Who are you?"

The girl laughed and pulled off the hair to show it was a wig. "It's me Kara. When I first came here as Kara I decided to change my looks. I mean would you expect a brunette with glasses to be Supergirl?"

"Uh...apparently not." Peter said feeling a little embarrassed. He noticed that Clark and Lois were trying hard not to laugh at his reaction. "Yeah go ahead laugh at the poor boy who just had a heart attack." He told them and that did it, sending them both off laughing.

He looked back to Kara reading the morning paper she brought along. "Looks like you made an impact yesterday." She said and handed him the paper with a slightly blurred image of him swinging away.

Peter smiled then it fell from his face as his eyebrows knitted together. "They spelled my name wrong." He simply said.

"What?" Lois asked him from the driver seat, she and Clark had written that article and she hated getting anything wrong in a story.

"You spelled my name as one word like Superman, it's spelled with a dash after the spider and the m is supposed to be capitalized." He corrected her.

Lois looked to Clark and he shrugged. "I thought that was how it was spelled."

Peter read on and saw a picture of a bald man who was running for Governor, but there seemed to be a lot of controversy over his past 'criminal activities' it had said. "Who's this Lex Luthor?" Peter asked them and he saw everyone tense up. "I take it you've all had experience with him huh?"

"And it wasn't pleasant." Kara said through her teeth. "The guy was a billionaire of a large company but the League finally got the goods on him and sent him to prison. He lost control of his company and now he's running for political office."

Peter looked at the picture as they filled him in on some of the things he had done and Peter got a sense of familiarity. "Great, the guy sounds and looks like Kingpin on a diet." He saw the looks and went to explain how a business man named Wilson Fisk in his reality was the Kingpin of crime in his world and of the dealings he had. "In fact Luthor looks a lot like Fisk...only about 500lbs lighter."

"The guy was that big?" Kara asked him.

Peter nodded. "Oh yeah, think Shamoo but with a I-like-to-crush-people's-heads-with-my-bare-hands type of attitude. In fact that's how I got him so pissed at me, I snuck into his building's security office and took a type of him doing that and released it to the press, he had to flee the country."

"Whoa...nice work." Kara said. "I bet you and Batman might get along well, sounds like his kind of style."

When they reached the Planet they went up together since Peter wanted to see if he could get anything for the pictures. It would be nice to get some cash on hand if he needed it. "Hey Peter!" It was Jimmy calling over to him. "Kara! I didn't know you were here." He said seeing Kara.

She shrugged. "I'm visiting and I thought I would show Peter around Metropolis while I'm here."

"Hey Jimmy, you think Perry would like a few shots I got of Spider-Man?"

This surprised him. "You've been in town one day and you already got pictures of the newest hero in town?"

"Uh...well...I did do this for a living for years...what can I say I got talent." He said and put a shrug at the end of it. Jimmy led them to Perry's office he was on the phone and they waited until he was done. Peter looked around and it had a nicer feeling then Jameson's office and a bit more open too.

"So Peter what can I do you for?" Perry said leaning back in his chair.

"Well I got these photos of Spider-Man and I was wondering if you'd want them?" Peter asked while getting a feeling of déjà vu from this. Perry took the photos from Peter and was surprisingly impressed by what he saw.

"Kid just how did you get these shots?" Perry asked him, he had been in the business for years and he never saw the kind of angles that these were taken on.

Jimmy got curious at that and looked over the desk at a few on the ground. "Whoa...I'm impressed...and a little jealous. I mean where did you take these? How did you take these, and could you tell me that?"

Peter had used his webbing to secure the camera like always so it would be a little difficult to explain that, but he had perfected a few things over the years and one of them was bluffing. "Sorry trade secret, no offence Jimmy but if I told everyone then I wouldn't stand out more. Besides I'm not staying in this city much longer so no need to worry about your job or anything."

"Worried? Heh heh who's worried." He told them, although he was a little. Those kind of dramatic angles were something he had never tried before and wondered if Peter was on a roof or something to get those high angle shots.

Perry had cut him a check and Peter was surprised at the amount. Either Perry was more generous then Jameson had been or Jameson had been screwing him over for years. And given what he knew of Jameson he figured that the latter was true.

"Cool, now that you got some cash you can treat me to lunch while showing you the city." Kara said pleasantly. Peter was about to say why he should pay but stopped himself. He figured why not, he had a new ID given to him by Batman before he left. Which was a good thing since he would need it, but somehow managed to make a whole new identity for him on this planet.

He was sure that what he did was technically not exactly legal, but then again neither was a lot of what he and most heroes did sometimes. But he was just thankful for it, it would have been hard to make a life for himself in this reality with no documents or past to build on. Kara took him to the closest bank to cash in and then she gave him a tour of the city.

They spent hours walking and taking the bus or subways. She showed him all the 'cool' places as she called them. A few malls and stores, they ate lunch at this nice franchise place he never heard of and she showed him a few of the sights the tourist like to visit. Peter had to admit he liked spending time with her.

She kind of reminded him a little of Gwen Stacy, especially the hair, even thought she was still wearing the wig. Kara caught him looking at her as they walked down the street. "What?"

Peter shook his head. "Sorry, it's just that you remind me of this girl I knew named Gwen...you would have liked her."

"Really? What was she like?"

Peter smiled at the memories. It had been a while since he thought of Gwen, she had died nearly three years ago but her death still haunted him. "She was something else I'll tell you that. I mean she really knew how to have fun, and she had this...I don't know...just this way about her." Peter told Kara about the first day they met and how after her father had been killed his Aunt May had taken her in. To Peter she had been like a sister, even though MJ was a little weary of having a girl live at his house she had gotten over it.

He also told her how her dad was killed by a man in a Spider-Man suit and had blamed Spider-Man for it, even though everyone had known it was a fake Spider-Man. Then when she found out that he was Spider-Man she got her dad's gun and pointed it at Peter threatening to kill him. Luckily he got the gun away and he convinced her it wasn't him.

She ran away and later she came back and they talked it out and she got over her hatred. For the next few months, things were great with him, MJ and Gwen. "Well what happened?" Kara asked him. The more she heard the more she liked this girl, then she noticed Peter's mood darkening.

"She died." He simply said. He told her how this scientist Dr. Connors he had helped got a sample of his blood and asked Peter for his permission to experiment on it. Peter had been going to the doc whenever he was hurt bad and needed to be fixed up. Connors had told him his blood might make brake throughs in genetics. So Peter had agreed. Little did he know he would have always regretted that day.

Connors had somehow created some thing by accident. It escaped and it went on a killing spree absorbing all the fluids out of people leaving them gray skinned mummies. Gwen had been one of them, he had seen her body and the expression frozen on her face.

Kara couldn't believe something like that had happened. She saw the pain it caused in Peter. She gently took his arm. "It wasn't your fault."

"Yes it was...it was my blood, I gave the doc permission. If I had she might be alive today and so would all those other people." He said his voice filled with anger and pain.

"Peter." Kara said sternly to him, causing him to look at her and she could see the depths of his pain in his eyes. "You didn't know, you couldn't have known. And bad things happen all the time whether we want them too or not. Even the most powerful of us are helpless at times Peter. There are some things that we can't do, some people we can't safe...no matter how much we want to."

"And how do you know she would have lived anyway? I mean how do you know some other villain or just some thug wouldn't have killed her? If she had lived would she had been in that house with the others that night?"

Peter considered her words. He had years to think about this but even though he knew she had a good point, he would always feel responsible for that. But he was thankful that she tried to make him feel better. "Thanks Kara." He told her.

They walked on then Peter suddenly stopped. "Peter? What is it?" Kara asked him.

"Spider sense." He whispered to her then the front of a jewelry store was smashed open as something was through out and a large van speed to a stop not far from the entrance.

"Peter if you don't mind I think I'll handle this." Kara said with a smirk she went to an alley. Peter was wondering what she was going to do when a blur came out of the alley and over to the store. Then he saw her for the first time in her Supergirl uniform.

It was a blue miniskirt with red boots, white gloves the wig and glasses gone and she had on a white T-shirt with a red S symbol on it and a small red cape on her back. Peter was glad he brought his camera with him as he went into the alley and climbed up to the top of the building and got ready to take a few pictures. He was sure she could handle them, after all from what he heard, she and Superman were nearly invulnerable not to mention really strong too.

Kara floated down to the scene. She landed outside the driver side door and ripped it off, surprising the driver and before he had a change to yell out she pulled him out and threw him across the street. With her heat vision she melted the steering wheel so they wouldn't use this to escape.

"Harry what's going on over there?" One of the masked men asked as he walked around to the other side of the van. When he was suddenly face to face with Supergirl he knew they were in trouble. "Oh crap!" He went for his gun out of instinct but in a blur she had incapacitated him and the two others outside.

Kara smiled to herself. "This is too easy." She went through the broken window into the store, she saw three men with their backs turned to her as everyone else was on the ground. "Alright why don't you just give up now and I don't have to get rough."

"Why what would be the point of that?" Came the voice of the middleman with a high class and slightly British accented voice. When he turned around Kara's heart froze at the sight of him.

"Oh no." She whispered to herself then out of his eyes came a green energy beam and from the feel of it she knew it was Kryptonite powered hitting her in the chest and her sending her through the window and then through the van onto the street making a groove in the road. The blast had weakened her and she sure felt the pain of that. Peter however knew that something had gone horribly wrong at the moment she came out of the building like that.

The man coming out of the building was once John Corben now known as Metallo, the android with a human mind of a criminal. He picked up the truck like it was nothing not caring that the men he hired were running away. He heard the police sirens and knew they would be caught but that didn't matter to him. He already had Supergirl at his mercy, okay so it wasn't Superman but still it was a step in the right direction.

Kara saw the truck and only had one shot, she put everything into it she had and fired her heat vision at the fuel tank. The tuck exploded but she knew she only bought herself some time. "Are you alright?" She looked up to see Clark in his suit floating down to her, she was both relieve and afraid that he was here.

"Superman...watch out..." She tried to tell him. "It's..." But before she finished a green energy beam shot out of the flames hitting Superman in the back. Metallo was walking out of the flames, his synthetic flesh ruined as over half his body was exposed as the metal frame it really was.

"I was so hoping to meet with you." He said grinning with the side of his face that still looked human and he ripped off all the 'flesh' and clothing on his chest and it opened up revealing the Kryptonite powering his body to the two aliens. Both of them cried out and Superman fell to his knees.

"I've been waiting for his day." He said walking to them. He grabbed a piece of sharp metal from the ruined frame of the van, not feeling the heat of the hot metal. He walked over Kara and learned at her. "I think I'll make you watch me deal with her first before I finish you off Superman." He rose the piece of ruined metal over his head ready to bring it down on her. "I'm not sure if you're weak enough for this to go all the way through on the first try...but you know what they say. Try, try again."

Kara looked up in fear knowing he was going to do just that. Then a web substance caught the metal and his hand and he was yanked back. She saw Peter in this Spider-Man uniform on the building behind Metallo.

"They also say you shouldn't play with sharp objects Tin-man." Peter said to him.

Metallo ripped the webbing from his hand and looked at Spider-Man. "What is this? Is every hero in this city busy so they send the rookie!"

"Hey I'm no rookie metal head!" Spider-Man shouted back at him.

"The name is Metallo!" He shouted and through the metal like a spear at Peter but he easily dodged it.

"Well look Metallica or whatever you're calling yourself, why don't you put the nice green rock away that seems to be hurting my friends and we can get down to business." Spider-Man said to him.

"I don't think so." He said menacingly. Peter jumped over him and sprang off the ground hitting him with his feet then as he was flying overhead he twisted and slammed both feet into his face. Metallo staggered back a few paces but not really effected. 'Great, I just pissed off the Terminator.' Peter thought seeing the look on what was left of his face.

Peter dodged an attack that shattered the street, and when he jumped into the air he was surprised that Metallo did the same, caught him and flung him through a window. Peter shook his head and groaned as he looked like he was in a living room. He saw a young woman eating Pop tarts. "Pop tart?" She offered him.

"Uh...thanks but no, I'm trying to watch my diet." He said and got up and jumped out the window. He saw Metallo was walking back to the Kryptonians. 'Okay Peter think, green rock equals bad for them, so get rid of the rock first then worry about the Terminator's evil brother.' He thought.

"Hey chrome dome!" Peter yelled at him as he landed not too far away.

"Don't you ever give up?" He asked.

"No, hasn't anyone told you, you sound like Malcolm McDowell?" Peter said back.

"Who?"

Peter sighed. "No one appreciates the lesser known actors." But seeing the confused look Peter shot out a web line right at the Kryptonite. Metallo looked at the webbing knowing what he had planned and tried to make a grab for the webs but Peter pulled hard and ripped the rock right out of his chest.

"NO!" He cried out in vain. He could feel the power draining from him, his limbs were getting harder to move and his systems were shutting down one by one, he tried to reroute power but it was too late.

Peter noticed how he seemed to slow down and looked at the rock. 'You mean this stuff was powering him?' He was surprised by that twist of fate. 'Now to get rid of it.' He looked around and jumped onto a building and with his webbing placed it on the side of a very tall building when he got back down to the street he saw police were finally on the scene and Metallo looked like a metallic scarecrow.

He ignore him and went to his friends. He saw Superman was up, a little wobbly but up. Supergirl was sitting up only. Peter knelt down to her. "You alright?"

She nodded. "Yeah...damn I hate that stuff. Where is it?"

Peter pointed to a building. "Up there, I figured having that stuff near you guys wouldn't be healthy."

"Well I'm thankful for it." Superman said to him. "I'll have someone from Star Labs get the sample." He looked to Kara. "You okay to fly?"

She tried to stand but got dizzy and started to fall but Peter caught her. "Uh...I don't think so."

"I could take her back." Peter offered. "I mean someone has to stay here and look after Mr. Heavy metal over there and the rock."

Superman nodded. "If that's alright with you?" He asked Kara.

"Hey fine by me, in my condition I might fly into a billboard." She joked. After they grabbed their civilian clothes and camera from the area Peter put them all in a backpack made from webbing and then grabbed onto Kara and swung her to Lois' apartment.

Kara was surprised at how his web swinging was a lot like flying. By the time they got back she was feeling a lot better. "Hey Peter...thanks." She said to him.

Peter took off his mask and smiled at her. "Hey what are friends for?"

"That reminds me...can you help me with my homework? I don't feel like going out at the moment."

"Sure thing." He said to her and after taking turns to change into their normal clothing they got to it and she was glad she had asked him. She didn't know Peter was so smart and he made her homework a lot more understandable then her teachers. They actually got done pretty fast and spent the rest of the day sitting in front of Lois' TV watching a few programs and comparing TV from this world to Peter's until Lois came home for work and Peter decided to go back to Clark's.

He dropped off the film he was going to pick up later that night, hoping Perry would like a few more tomorrow. All in all his stay in Metropolis wasn't that bad. Okay he could have done without the super villain and the new aches and pains by being slammed through that window but considering the things that had happened to him he got of light.

As he made his way back to the apartment he was starting to think maybe he could find a place for himself in this world. He was starting to get friends now he just needed to know what to do with the rest of his life. But he figured that could be taken care of tomorrow.

* * *

**NEXT UP CHAPTER 7: LIFE IN GOTHAM**

Also please take a look at 'Of Justice and Samurai Honor' by Star Lin and please leave a review for it too.


	7. Life in Gotham

Dr. Evans: I'm not saying who he's going to hook up with but it won't be for some time. Maybe a little thing with the titans later on.

Wage Shenron: Maybe later on he could take on Bane, and I'm glad you like it, although I don't know much about Huntress.

C-Theory: Thanks and trust me I try not to, just remember that if Superman can punch Metallo and not make a real dent then Peter's attacks would only annoy him.

Booyah: In a couple more chapters, not long.

Jezrianna: Well Peter was already at Clark's so it was more for continence. Besides where would see sleep at Clark's? Yeah it was a little rushed sorry about that but I couldn't really think of anything to say, so sometimes I just skip ahead at times, don't worry it shouldn't happen often, plus I wanted to get ahead of the story so I wasn't feeling up to expanding on all that stuff. If you want I'll get into this ID thing in the Batcave. I can't give out perfect chapters all the time, and sometimes I have off days like that, thanks for commenting on it, and I'll try and not be like that again.

Knight's Shadow: I don't think I'll add any other Marvel people to this.

Star Lin: Man what is it with people, I swear you're like the fourth person I've heard of that stays up late to read my stuff, that can't be healthy. Glad you got the Malcolm McDowell thing I wasn't sure how many people would get that.

Ldypebsaby: Yep he is and Bruce might find time to see if Peter can train with him now and then too.

Aaron: Yeah this takes place right before the unlimited's first episode. Soon you'll see the 'initiation' episode soon, right after Peter settles in.

The Uncanny R-Man: Yeah that was funny about the movie wasn't it? The pop tart thing was from Ultimate X-Men when he was in it with Wolverine and of course the Joker will be there, wouldn't have it any other way.

Ervin: If you paid attention during the first few chapters you would have realized that in Peter's world DC comics and everything with it doesn't exist.

Emerald Knight1: No problem, ah you got the Malcom McDowell thing nice. Glad you liked all that stuff and yeah it did, but I think it was Ultimate X-Men actually.

Thanks to: Gyre, c-wolf, Dowd, X-over, spyder616, Kaliann, Casey, TJThunder, SiriusAboutMarauders, Syne, Spider-Fan, White Mage, SotF

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 7: LIFE IN GOTHAM**

It had been a couple of weeks since his visit to Metropolis and Peter had to admit he was getting used to his new life. He was really getting along with Flash and he was also finding some pleasant quiet time with J'onn too. It was kind of cool hanging out with an alien and couldn't help but notice how wise and introspective the tall green man was. Speaking of aliens although he kept forgetting that she was, he also stayed in touch with Kara, it was nice having someone his own age to talk to when he needed. Peter went back down to Earth from time to time when not on the Watchtower whenever he needed to 'get out' as he called it. He was given a device so he could use the teleporter to call him up to the Watchtower when he needed to.

Mainly he was exploring some of the strange cities he had never heard of. Like East and West coast city. He visited Flash or Wally West as he was let in on his secret identity, in Keystone city. But so far he had avoided New York...he wasn't ready to go back there...not yet.

He helped out the League by working on the Watchtower and after the Metallo thing he had even gone on a few missions, but it was small time stuff. He got the feeling they were trying to see what he could really do out in the field and to be honest that was fine. He just wanted to ease himself back into this. He also was being 'trained' by Batman. Or more accurately getting his butt slammed onto the ground until it was bruised. Which was what Peter was doing at the moment in the training room in full Spider-Man gear as Batman flipped him onto his back...again.

Peter couldn't get it, he was supposed to be fast and was definitely stronger so why was this so hard? Okay so Batman fought better then anyone he'd ever met but they had been at this for over an hour and he only managed to 'tag' Batman almost a dozen times in hand to hand while Batman had nearly three times that amount.

Batman for the pat few weeks had been training Peter in the fine arts of hand-to-hand combat. He was impressed at how well he was doing, his reflexes and speed were already above average in fact even though he didn't show it he was trying his best. He found out early on that Peter's spider sense was the first thing he had to overcome. In the free for alls, Peter did a lot better since he wasn't limited to the ground like now.

He felt Peter should know a bit more on how to defend himself when he saw all those scars on his body. He hadn't said it but he didn't want to see this kid get anymore hurt then he had. In fact he saw a lot of potential in him, and to be honest if only to himself...he felt for him. Peter knew what it was like to lose your loved ones, to see it happen and feel totally powerless.

He had been watching Peter closely ever since he got there. At first it was to see if he was a threat but then it soon became apparent that he was trust worthy. He had been thinking of what to do about him also. He made a basic background for him in the system in the US with the driver's license but beyond that nothing much. He would need Peter's help to fill in a lot of the blanks and he had been thinking on something for awhile now too. J'onn had said he trust him, so did Clark and Flash with their identities.

Peter got himself off the mat and got ready. "Alright bring it bats, I'm ready for you this time."

"That will be enough for today Peter." He said. Peter sighed on the inside, okay sure he was learning some decent fighting skills but man this guy was tough. "I want your help with something."

"O-kay...what?"

Batman started walking to the door. "I need you to help me finish your personal information and put it into the system. Then you can start to live a life with a paper trail."

Peter watched him walked off before he went after him. "And you're getting around to this _now_? I've been here a month already!"

"Three reasons." Batman said calmly. "First...I've been busy. Secondly even you weren't sure what you were going to do with your life and lastly for all we know you might not have been around this long."

Peter thought about it. "Okay...I get the point. So...where are we going?"

"Home." Batman simply said leaving a confused Peter in his wake. Peter just ran after him and caught up to him at the main teleporter. Peter wasn't sure what to think about that until Batman punched in a destination and his own personal code and to Peter that meant only one thing.

'No freaking way...we're not going to where I think we're going are we?' He thought to himself as he got on the teleporter with him. Then they disappeared and suddenly Peter found himself in a huge cave. He looked around in awe at the place. It was massive to say the least, he could hear bats overhead in the darkness and saw a lot of advanced equipment, a small science lab, and in the center a very large and impressive computer that Batman was walking to.

"You know...when they said you worked in a cave...I thought everyone was just exaggerating." Peter said looking around. He looked over the edge of the ground into a crevice. He was wondering how far down it went but decided he didn't want to find out. He walked over to Batman who had pulled up some kind of file. It had his picture on it and limited information.

"I'd like for you to give me as much information about your life as possible to fill in all the blanks." Batman told him. "If someone looks you up you need to have an air tight paper trail so no one realizes that you only just showed up not to long ago."

"Alright...but will it work? I mean I looked myself up and it seems my family never existed in this world." Peter had tried to see if maybe his family was alive in this world, he wasn't sure why he did it, it's not like he could see them. If they were alive then what if there was already an alternate version of him living there? Maybe he just wanted to see them, even if it was from a distance. But it turned out not only did he not exist neither did his family.

"That's even better, saves the trouble of working around that." Batman told him. Peter sighed and tried his best to remember everything. He gave him his parents and aunt and uncle's names, birth dates and everything he could think of. Some of the places didn't exist in this world so Batman had to improvise. For instance Peter's old high school went by a different name. So that was changed in his information and other things.

So far Peter's 'official' life was basically the same. Parents died in a plane crash, raised by his aunt and uncle, then he changed it to so that they both had died in a fire and he was a ward of the state. His grade were all A, except for gym. Peter had said that he should keep that to make it more 'real'. Batman also made him a high school graduate. Now Peter was a little uneasy with that, it didn't seem fair to just 'graduate' like that. But then again he was smart enough to get a GED a few years back. Hell he could have been in collage a few years back with his mind.

After several more hours they finally finished. "So...that's it?"

"Yes." Batman said getting up. "I'll put it into the system over this week slowly so not to get anyone's attention."

"Oh...that's cool...so...what now?" Peter asked. He had taken off his mask and as 'sitting' on the side of a large piece of protruding rock from the floor. Batman looked at him and considered something. He figured Peter was trust worthy, he had shown himself to be, even though Batman wasn't too trusting by nature he felt Peter was as good a choice as any. Besides if he didn't then what he had planned later on wouldn't be possible.

"How about I show you the 'family'?" Batman asked him.

"Huh?" Peter was at a loss for words, mainly because he didn't know what he meant by that.

Batman had a small smirk, one of his rare ones at that and walked over to the computer and pressed a button. "BG and N, could you two get back to the Cave?"

"Sure thing B." Came a female voice.

"I should be there soon, is it serious?" Came a male's voice.

"No...I just want you to meet someone." There was a strange silence over the line and then they both said they would be there soon. Batman turned off the communications and pressed a call button.

"So...what's going on?" Peter asked confused.

"Peter...I'm going to let you in on something that only a handful of people know." Batman said ever more seriously then usual. "And I want you to know that if you tell anyone who doesn't know without my permission you will regret it." Peter could sense the threat and nodded.

Then to his utter surprise he saw Batman pulled off his mask. "You can call me Bruce...Bruce Wayne."

Peter blinked a few times. The name sounded familiar to him then it clicked. "Wait...as in that Wayne Enterprises?" Bruce nodded. Peter looked around the Batcave. "Well...that actually explains a lot."

Bruce raised an eyebrow. "How so?"

"Well for starters how else do you afford all this cool stuff? I mean this doesn't come cheap." Peter began. "And I've been wondering how the League paid for the Watchtower. Since no Government paid for it not only does that mean the League doesn't owe any country anything, but it also means all the costs have to come out of the League's pocket."

"Plus there the fact that you seem to be on call nearly 24-7, I mean how does someone do that and earn a living, believe me I know how hard that is. So...how am I doing so far?" Peter asked with a smile. He knew his question was also another of his little tests, that Peter had noticed Batman had been subtly giving him over his time there.

"Not bad." He said flatly although he figured Peter did pretty good, he knew Peter was smart but he also seemed pretty sharp too, which in his opinion was just as important. Then he noticed the light on the elevator blink and open and a familiar elderly man walked out. "Ah Alfred I would like you to meet Peter Parker."

Peter turned and saw a butler walking over to them. "Ah so you're Mr. Parker. I've heard much about you, I'm Alfred Bennyworth." The elderly man said with an upper crust accent.

"Hi nice to meet you." Peter said. 'I guess I shouldn't be too surprised he's got a butler I mean he's supposed to be rich, maybe it's just that Alfred here knows about all of this that's kind of throwing me for a loop. It is kind of weird but then again so is my life.'

Just then a roaring sound could be heard from the distance and Peter looked to see a pair of supped up bikes racing their way towards them. They stopped and the two figures walked towards them. Peter saw a woman in a bat-like costume with red hair coming out the back and a tall dark haired man in an all black costume with some kind of blue bird on the chest.

"Hey what's up?" The guy said, then he and Batgirl froze seeing not only Peter there without his mask but Batman too. "Uh...what is all this?"

"This is Peter Parker, also known as Spider-Man." Bruce began. "He currently helping out the League while here and-"

But Batgirl cut him off and ran to Peter. "Oh! So you're Peter. Kara's told me all about you."

"You know Kara?" Peter said surprised. She never told him she knew anyone in Gotham but then there was most likely a lot he didn't know, hell he was still learning about this entire planet.

Batgirl smiled. "Oh yeah, were best friends. I'm Batgirl by the way." She looked at Bruce and he nodded and she pulled off her mask to reveal a pretty redhead with green eyes in her early twenties. "But I'm really Barbara Gordon."

"Oh so you're that Barbara she told me about." Peter said recognizing the name. "Glad to finally meet you."

"Likewise." She said. She remember all the things Kara had said about him it was kind of weird standing in front of him now, he was from another world, another Earth which was a new one for her. The fact that Bruce had shown him his face and the Batcave also said a lot.

"So he's the new guy I've heard about." Nightwing said walking forward. "Hey, I'm Nightwing, or Dick Grayson." Then he turned to Batman. "Is Robin still at Jump City with the Titans?"

"Hey nice to meet you." Peter looked at the small mask on his face that seemed to defy gravity. "Can I ask you something? How does that little mask think stay on?" Dick grinned at that, he liked him already.

"Yes, Peter hasn't met him or his team yet." Batman replied. Then a beeping noise was heard from the computer and he walked over to it. "The Bat-signal has been activated."

"You want us to come too?" Batgirl asked pulling on her mask. Batman nodded and started to walk off and Nightwing and Batgirl went to their rides. Peter was feeling a little left out at the moment and he figured as long as he was in Gotham he might as well see the city at least.

"Hey...mind if I tag along? Or do I got to stay in the creepy old cave for the entire time I'm in this city?"

Batman regarded him for a moment. "Fine, come with me but do as I say. This is my city and you'll follow my rules." He said in typical Batman fashion and Peter pulled on his mask and leaped over to him. They came up to a black, sleek car. "Whoa...nice wheels." The top opened up and he jumped into the passenger seat. He looked around the controls on the dashboard as the Batmobile drove off.

It turned out it was kind of a longer drive to the city then he thought and in the distance he saw a giant Batman symbol in the shy. 'Must be nice for people to actually call you up for help.' He thought. He was still adjusting to how cops and other law enforcement agencies took to this super-hero thing so well in this world. After years of being shot at, yelled at, or those that tried to arrest him he had to admit this was different. It was also a _lot_ nicer too.

Peter looked at the controls. 'Why do I feel like I'm in Star Trek?' Then he pointed to one of the buttons. "Say what does this one do?"

"Passenger ejector seat." He said flatly.

Peter was about to pull his hand away when he realized his spider sense wasn't going off. "Nice try but I'm not getting anything dangerous about it." Batman flipped a switch and suddenly his spider sense did go off and he did pull his hand back.

"It wasn't armed until now."

"Okay, point made. No touching anything." Peter said folding his arms across his chest. When they all finally got to a large building that he saw was a police station the car stopped and the top opened up and Batman shot a grapple as did the others and go up into the night sky. Peter shrugged. "Well if you can't beat them." He said to himself and fired a web-line.

On the roof Commissioner Gordon, a man in his fifties, with glasses and short white hair was in a trench coat waiting by the bat-signal with Harvey Bullock. An overweight detective in a dark suit and hat looking like a cross between an old private detective out of some bad film noir movie and a caveman. There was also detective Montoya. A Latin woman with long dark hair in more sensible attire then Bullock.

"So how long until the freaks in pajamas get here?" Bullock asked. "I hate this waiting around."

"Why you got a reservation at an all you can eat buffet?"

"What?! Who said that?" He demanded only to turn right into an upside down Spider-Man. "Whaa!" Bullock shouted and fell back onto his ass. "Who are you?"

"A friend." Came Batman's voice from the shadows as he emerged with Nightwing and Batgirl. "What's the problem?"

"Joker's back in town, he just robbed a bank but when the officers tried to pursue somehow he filled the streets with some kind of bubblegum or something." Gordon told him. "The officers lost him and no one knows where he is."

"I'll get right on it." Batman told him and turned to leave.

"Why is it we always got to turn to the freaks?" Harvey asked Gordon. He never like them and in his opinion he thought the criminals should be handled by the police not vigilantes.

To Peter it was the same old song it was like he was back in New York seeing that guy, so he figured to take him down a peg. "Dude, you know those doughnuts they bring in are for everyone and not just you right?"

"What?" Bullock was shocked at that. Normally they just ignored him but this was the first time one of 'them' actually did something like that. Even the others were a little surprised and even amused. Montoya was trying to hide a smile with her hand while Batgirl was grinning alone with Nightwing.

"What did you just say?"

"You heard me." Spider-Man said to his face. "A got two words for ya big man...slim fast." Then Peter jumped off the roof Bullock chasing after him.

"You better run you little creep! When I get my hands on you, you're gong to eat that mask!" Then he turned around to see Gordon trying to hide a smile while Montoya was clearly holding in her laughter.

It took some time, a little snooping and a few intimidations of a few street scum. Let's just say Peter's views on how scary Batman could be was increased that night. They found out the Joker was hold up in an old factory in the industrial district. Currently all four of them were looking at the factory, Batman looking through some binoculars.

"So...what's the plan?" Peter asked.

"We go in and you stay here. The Joker is not the kind of person you want to mess with." Batman said sternly. Peter was about to object but the tone in his voice was a good indication not to. When Batman went off Batgirl padded his shoulder while Nightwing came up to him.

"Don't take it personally, he's just very territorial." Peter sighed as he watch them move off. The three of them made their way stealthy towards the building. There were a few guards but they never saw them coming and were out of the fight before it was too late.

When they got inside the factory they could hear the Joker's laughter and his voice. They saw at a table with Harley Quinn with a lot of loot on the table. "I'm telling you Harv, this was too easy, I mean, I figured Bat-brain would have showed up by now at least."

"Maybe he's out of town Mr. J?"

Batman nodded to the other two and they quickly made their way to the table and Batman grabbed the Joker. But it was too late to realize his mistake. The room with the Joker had only one way in, it was an old office with one door and the Joker and Harley weren't facing the door, now he knew why. He was holding a dummy of the Joker.

"About time you got here bats, and boy did you pick the wrong door, ha ha ha ha ha!" Then the door to the office slammed shut and the 'Joker's' head exploded and a green gas fill the room quickly.

**OUTSIDE THE FACOTORY**

Peter was waiting forever. It had been nearly an hour and nothing, in fact it was really quiet at the moment, too quiet. Plus they should have been back by now too, but when they didn't he got a bad feeling and not from his spider sense either. "He's going to be pissed but I can't wait here forever." Peter said to himself and jumped off the roof.

He managed to get to the roof and tried to find a window on the wall, since those weren't really guarded since no one actually expected to get in through those ways. He found a few thugs below him sporting a few bruises. "Man I hate this. We get our buts kicked and we don't get to watch."

"Tell me about it! But then do YOU want to tell Joker that?"

"What are you nuts?! No way I'd say something like that to his face, you know the kinds of things he would do to us."

"Just remember that! Now he said to guard and make sure no one spoils his 'fun' and that's what we're going to do and like it." Peter had heard enough and figured the others were in trouble and needed a rescue. But first...he'd had to make sure these clowns were 'tied-up' so they didn't ruin his surprise on this Joker character.

He stayed in the shadows and from the ceiling he could get a better look and didn't like what he saw. Hanging over the opening of a processing machine were Batman, Batgirl and Nightwing. He saw the utility belts being worn by some girl in a weird clown outfit and some really pale green haired guy that seemed to love to laugh.

"Well Bats it's taken years but I've got you good this time around." Joker said with his ever-present smile. He walked over to a leaver. "When I pull this the processor with start up and one by one I'll drop you all into it. But you Bats will be last, I want to savor this moment and you're face seeing your little playmates get it first."

Peter had heard enough and when he got to the right position he fired his webbing at the base of the lever. Joker went to pull on it them. "Let's get this party started shall we? Urg!" He tried to pull but it wouldn't give. "What's wrong with this thing?" He asked angrily. Then he looked down at the base. "What in the world is _that_?"

"Oh just a little something of mine." Peter said from the darkness. He had to get the others down from there but he also had to take care of these clowns first.

"Who's there?" Joker demanded. "Come out and I promise to make your death nice and painful-I mean painless."

"Yeah right, I'm not as stupid as you look."

"What was that?" He said angrily. "Why don't you come out here and say that to my face, and we can talk."

"What you mean 'we' pale face? And somehow 'talking' isn't what you had in mind." Peter had to keep this nut off balance while he circled around them. He was just glad his voiced echoed off all the metal and machinery in this place so they couldn't tell where he was. So far he had tied up a couple of the goons nearby without them noticing by webbing their mouths and then pulling them quickly into the more dark areas of the factory.

Now he was making his way to the girl from above. "Hey you look like a guy that likes jokes, since you look like a walking joke that it. Why are mimes funnier then the Joker?"

"Why?" He asked bitterly trying to find him in the darkness. He wished there were more lights but anymore might draw attention and most of them didn't work anyway. He picked up a gun from a table he had set up to watch the heroes from and probed the darkness.

"Because mimes don't talk." Peter then snagged the girl's feet and pulled her up fast. She managed a yell before he webbed her mouth.

Joker turned around fast and noticed that Harley was now gone. "Okay funs over! He pointed the gun at Batman. "Come on out or the Bat gets it!" Peter swore he didn't have a good angle to web the gun and he got the feeling he wasn't bluffing.

Peter unhooked Batgirl's belt and jumped down near the table. "Alright laughing boy I'm here." Joker turned to face this new threat. So far he didn't seem the type to be found in Gotham and he had to admit he was a lot more chatty then any of the Bat's normal companions.

"Where's Harley?" Joker demanded. Spider-Man pointed up and Joker looked up to see her hanging by the ceiling upside down. Then Spider-Man acted quickly and shot a web line at the gun and pulled it from his grasp. "Now that wasn't nice." Joker said with a grin and reached into his purple jacket. Batman shouted to watch out and Peter felt his spider sense go off as the Joker threw several razor shard playing cards at him.

Peter bent back in inhuman agility as the cards sailed just over his chest and then he righted himself. "You know, it's guys like you that give clowns a bad name, I mean what happen? One kids party too many for you?"

"Listen, I do the jokes around here!" Joker said and threw several 'jawbreakers' on the ground. Peter felt that old familiar feeling again and jumped high up into the air as they exploded. Joker saw this and knew he was up against a meta human, since that was impossible for a man to do. He considered his options. Stay and fight against and unknown foe with who knows what kind of powers, or flee and fight another day?

He turned to take one last look over at Batman to see if he could finish this but was surprised to see him and the others gone. He looked down and saw he still had the belt and was wondering how he got out without it but decided the odds were not in his favor and turned to run...right into Batman's fist.

Joker was knock back onto the table as it shattered from him hitting it. "Was it something I said?" He said in a slightly dazed voice and laughed a few more times before falling into unconsciousness. Peter fell down from the ceiling to see Batman and the others.

"Whoa...how did you guys do that?" He asked them.

Nightwing smiled. "We got a good teacher in escape artistry."

"You've guys have _got_ to teach me that sometime." Peter said as Batman took back his belt from the Joker.

**THIRTY MINUTES LATER**

The police were rounding up the Joker and his gang. Joker was fuming the entire time grumbling something about bats and spiders as he was placed in the armor police carrier, to send him back to jail.

Peter watched it all from a nearby rooftop. "Well this was a nice night." He turned to Batman. "Sorry about not staying put but I figured you guys had to be in trouble." Batman nodded and walked off. Peter was a little put off by his cold reaction and looked over to Batgirl and Nightwing. He flung his arms open and then gestured to Batman with them in an 'what the hell?' meaning.

Batgirl smiled. "Don't worry about it that's just his way. I think you might have actually impressed him a little."

Peter sighed. "Well...alright then. You know while we're out I might as well take a look around the city." He looked in the distance and had to admit, it did have a dark and gothic quality to the place. "Uh...but could I have someone show me around. I don't want to get lost in this city."

"Sure thing." Batgirl said. "I've been looking forward to meeting you anyways." She had to admit she'd been curious as to Kara's new friend. She really seemed to like him as a friend and when she talked about him she had gotten Barbara curious.

"Hey I might as well go too, I got nothing better planned anyway." Nightwing said. "What about you?" He asked Batman.

"I got some work to do...you three go on just bring him back to the cave later." He said before firing his grappling hook and left.

"So..." He said to them. "Where to first?"

* * *

**NEXT UP CHAPTER 8: BACK TO NEW YORK**


	8. Back to New York

PureEvilOne: He will meet a certain someone later on in New York but I'm not saying who as for the romance...maybe later on.

Morlin: Yes but you forget just how tough Batman is, he's the only non-super powered person there yet he still holds his own, don't underestimate him.

Red Jeanie: Wow, glad you find it so good. The Titans will show up later on maybe abound chapter 12 or so.

android181: Awhile, but I'll make it worth the wait.

X-Over: Thanks for all the great suggestions, I'll try and do them all in this story since it's kind of open ended at the moment.

slickboy444: I'm glad you liked this so much. It will be revealed later on how he got there later on. I also figured it was time someone made wisecracks to Joker's face for once, kind of turn the tables on him for a change.

Casey: Unfortunately I can't have everyone in all the time, but I did plan on them showing up in this chapter and later on too. Teen Titans won't show up for awhile, sorry.

Booyah: At some point yes he will.

WDCain: I honestly don't think about style it just comes out of me like that. I feel the exactly same about Peter, except for the Ranma thing I don't get that reference if it's to that Ranma ½ thing well I've never seen it. But I actually like MJ especially in the Ultimate series. I remember Zoken he used to me on my favorites but he quit I think, plus he never finished anything. He will meet another girl too but later on.

Murdock: Nope, sorry he's not in this fic although technically he could be it was something else.

Jezrianna: Glad you liked that, and I figured it was time someone put Joker and Bullock in their places for once.

Star Lin: Yeah this chapter should be interesting to read, glad you loved the jokes Spider-Man used.

Urazz: Yeah I know but I needed him to reveal his identity and it was the only way. The abbreviations

was something I saw in the comics, since Batman's kind of paranoid he doesn't like them calling each other by name over radio in case someone is listening so I brought that in.

Thanks to: Nighthawk, The Uncanny R-Man, daveykins, Bumpkin, Kaliann, Dr. Evans, Edge, J. Erich Jay, Spyder616, Nighthawk, Winblades, Gyre, Aaron, Vegabond, ldypebsaby , Trecebo, Joseph McKinley, RangerH

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 8: BACK TO NEW YORK**

It was the old Oscorp building, the lab where it all started. How fitting this was where it would end. The place had been abandoned for six months since Oscorp had gone under that year. After he had seen his home and loved ones destroyed right in front of him he chased after Norman. Along the rooftops he chased him changing into his Spider-Man suit along the way.

Now in the ruined remains this was it, this was where it all would end tonight. This was the place where the spider was made that gave him his powers, this was the place where Norman turned himself into the goblin. Peter was thrown into a wall with extreme force.

They had been at it for a while now and he felt all the aches and pains, but he wasn't going to give up. Norman had crossed the line with him, he had nothing left to his life now and he was sick and tired of Norman Osborn in his life, and tonight either one or them or both of them wouldn't walk away from this fight. Either way was fine with him.

The Goblin grabbed him by the throat and slammed him into the wall. Peter stared into the green face of the Green Goblin. "I don't see why you still fight Parker. You fail them all, they're all dead now and now you'll join them. Face it...you're a failure and you bring nothing but death and pain to those around you! HAHAHAHAHAHA!"

Peter was struggling in his sleep and felt something grab his shoulders and started to shake him. "Peter wake up." Peter snapped his eyes open and saw a green face in front of him.

"YOU!" He cried out and lunched himself at his 'attacker' and tried to fight him off, his face contorted in rage.

"Peter it's me! It's J'onn!"

Peter blinked and slowly came more alert and realized what he had done. It was J'onn, and he was holding his wrists trying not to hurt Peter. "Oh God...J'onn...I-I'm sorry I didn't..." Felt horrible and relaxed himself as J'onn released him and Peter sat on his bed. "I'm so sorry, I didn't mean to, it's just that-"

J'onn raised his hand. "I understand." He looked at Peter as he hung his head in shame. "You still having the nightmares." He stated. Peter nodded he couldn't say anything at the moment, the nightmare still fresh in his mind of that terrible night and then what he had just done.

"Give it time." J'onn told him sitting down next to the young man. "All wounds need time in order to heal."

"I don't think there are some wounds that never truly heal, even with time." Peter said sadly.

J'onn couldn't argue with that, the death of his family, his world, his people his culture was something he would never get over. "No...some don't. But it does get better in time at least."

Peter sighed, he remembered just how long it took for the pain of his uncle's death to ease off enough so it that it didn't hurt so much all the time. He barely even remembered how he was when his parents died, he just remembered being real sad a lot during that year. "Yeah it does. Still I'm sorry about that. Was there something you guys needed?"

"Yes, we were wondering if you would join us for a meeting in a couple of hours. There are a few things we need to discuss." Peter got a little nervous feeling this was the moment they told him he had to go and find a place to live or something, kind of a time to leave the nest. J'onn could see the look on his face and smiled at him. "Don't worry I don't think this is what you're thinking it's going to be about."

"Okay then, well...I better get ready." J'onn left him as he got showered up and dressed. He managed to buy himself some new clothing and got on a new pair of jeans and a black T-shirt, actually he had a few articles of black clothing, he wasn't aware of it at the time but he guessed some part of him was doing this as a way of morning his loved ones that he lost.

He decided to grab himself a quick breakfast and when he got to the main kitchen/dinning area he saw Hawkgirl poking at her meal and looking down. He had noticed how some of the League members had been a little...distant to her and when he asked Wally he got the whole story about how she had been working for her people gathering intelligence on Earth, and when they came instead of helping Earth they tried to conquer it. Although he also heard this was what caused to League to form at the beginning too, this time Hawkgirl's information was used against the League.

He grabbed a trey of cereal and toast and sat down next to her. "Penny for you thoughts?"

She looked up at him then back down at her meal. "It's not important."

Peter took a few bites before talking again. "Bull. Come on what's up? You and John didn't have a fight or anything did you?"

She actually cracked a smile at that. "I wish...I'm thinking of quitting the League before they vote me off." She saw Peter's surprised expression. "Do you know about the incident with my people?" Peter nodded. "Well...even though I was just doing my job I didn't think they would do what they did...I betrayed the trust in my friends...how can they ever trust me after that? Some of them like Batman may never trust me again I could try to save to world or them a hundred times and it might not be enough."

Peter thought about it for a moment. "Well...the answer is simple. If a hundred times doesn't work then try a hundred and one, if that still doesn't work then a hundred and two and you keep going until you finally do gain their trust back, it won't be easy but this is the best place for you to earn your own redemption if you will. We all make mistakes that we regret...I've made a few that still haunt me." Peter looked down as the memories of his uncle had died, and of agreeing to Dr. Connors' experiments with his blood created the Carnage creature that killed so many people including his friend Gwen.

"But we learn from those mistakes, and we have to become stronger for it or the weight of it will crush us. So I say you should stay here. This is were you can make the most difference and this is where you can start to earn their trust, their respect and their friendship again."

Hawkgirl just sat there in silence from Peter's words. It was strange hearing something like that come someone so young but then again he had thrown away his youth long ago for something more then his life and in that time she could see he had grown as a person and had seen hard truths that many don't. And above it all...she was touched by his words. John had tried to convince her to stay and she was thankful for that, but maybe Peter was right. Maybe this was where she needed to be to earn back her personal honor. "Thank you Peter...I'll think on it."

After his breakfast and talk with Hawkgirl he walked around for a bit killing some time before he went to the meeting room. The table was a newer one with a lot more chairs although he didn't know why. He picked out one next to Flash and as he sat down he saw Diana walked in followed by Green Lantern.

Superman was the one who spoke up. "Since we're all here there are a few items to be addressed. First is about Peter here." Peter shifted a little uncomfortably in the chair. Everyone was looking at him strangely and got the feeling this was a topic they all had talked about in great lengths. "Peter since you're time being here you've gone through a very personal and tremendous ordeal. But through all of that you've also helped us out, by little things like helping us around the station and you've even tangled with Metallo and the Joker so far, a couple of our deadliest enemies."

"We have all talked about this and we would like to give you a place in the League."

This stunned Peter. Everyone seeing him couldn't help but be amused by the look on his face, and it took a moment for Peter to find his voice. "T-thanks, yeah, sure, I accept."

Superman couldn't help the smile on his face, as did many of the others, Flash even patted him on the back. "Well we also decided to increase the ranks of the League so don't let it go to your head. You'll be a member but you're still relatively new and we've decided to make the more experienced members take charge of whatever missions or teams they will have."

Peter nodded. "Sounds fair, so who else is going to join up?"

"Pretty much everybody." Flash told him. "We've all talked about it and we've decided that we're opening the League to anyone that wants in. We could use all the help we can get and you know the old saying right? United we stand."

Batman was next to speak up. "Next...is about Hawkgirl." He turned to face her. "She betrayed us, for one I can't trust her, and I think we should vote on if she can stay or not."

"Now hold on!" John Steward shouted out and stood up, but Hawkgirl placed a hand on his arm in a silent way of saying this was okay with her. He looked at her and slowly sat down.

"Can I say something?" Peter asked. He knew that he should say something, anything in her defense, he wasn't sure how the others felt but he knew that someone should speak up and since he didn't have any axe to grind he knew he wasn't bias on any of this.

"Alright what?" Batman asked him in that even tone of his.

"Look I don't got anything against her, I wasn't here for when all that went down. But I do know her well enough to trust her. I know she screwed up, but she was a soldier fallowing orders, I know that's not an excuse, just a reason. I know she wants to make up for what she did, but I know that she didn't have to help you guys when she did."

"So because of this she's basically in exile now. She gave up her chance to go home to save this alien world. And yes she made mistakes, but then who here hasn't? Who here has done things that they regret?" Peter looked around. He looked to Batman. "Brianiac once took you over isn't that right?" Then he looked to Wonder Woman. "And weren't you force to steal certain objects to help your sisters who were turned to stone?" Wonder Woman remembered that, she was lucky that the museum had decided not to charge her for that theft.

Then Peter looked to Superman. "I was told about how Darkseid took control of you. Can you say you don't regret what you did under his control?" Peter was thankful that he had spent too much time looking over the old missions of the League and that Kara had told him about that incident with Superman. Superman looked like Peter had just slapped him in the face.

"Look I'm sorry to bring it up...but sometimes things happen...sometimes we do things that we don't want to do, that we hate to do...things happen to us that we either can't control. But let me ask you this...were you given a second chance?" Peter sat back in his chair the mood of the room had changed.

It was Batman that broke the silence. "We need to talk about this...Peter, Hawkgirl could you two wait outside." Both heroes nodded and stood up, John touched her arm as she got up and she gave a sadden yet happy smile to him.

They exited the room and waited in the hall as the door closed. Both leaned against the wall facing each other. "Peter...thank you. For what you said in there."

Peter smiled and shrugged. "Hey I just did what felt right to me." There was a moment of quiet and Peter couldn't stand it. "So...want to play twenty questions?" He asked her in good humor and despite herself she laughed.

It took over half and hour for them to be called in and she was thankful, Peter was a good friend but his way of keeping busy was getting annoying. When they sat down Superman addressed her with a serious expression on his face. "Well we've come to an agreement. You can stay, but there had to be a few rules." He glanced at Batman since he wouldn't budge on that point at all during the meeting so it was up to him.

He coldly looked over at Hawkgirl. "First thing your access will still be restricted, and I want the device you called your people with, also you're not to be on monitor duty alone and on any mission with the new league you'll be with at least one of the other members here."

She nodded it was acceptable to her. "That's reasonable. I just hope that I can earn back your trust and friendship one day." After that the meeting pretty much winded down and Peter was going to leave when Batman called him over.

"Why did you stick up for her?" He asked him.

Peter just shrugged. "I felt it was the right thing to do. If she had planned all of what happened to actually go down like that then I wouldn't but I have to believe in others. I know it's not your way, but it is mine."

Batman nodded indicating that he accepted that. "Have you made any plans for the future?"

Peter sighed and leaned against the wall. "I want to go back to New York...I think I've avoided it for long enough. Plus I know it's not my New York...but it's the closest thing I got to home here." He ran a hand through his hair. "Then I got to find a place to live, get a job, and hopefully get into NYU."

"You want to continue your studies?"

Peter nodded. "Yeah, back home I wanted to go into genetics...man it's going to be tough...I mean I barely made by as it was back home. Being Spider-Man, having a personal life, a girlfriend, school and work was tiring as hell...but I couldn't give anyone of them up."

Batman regarded Peter for a moment. He knew that unlike the others he didn't have to worry about making a living, he just had to make sure his company was up and running, and as for a personal life, he considered that more of a burden that took away from his time as Batman. He also knew Peter was a bright boy and should have been in collage already with a mind like his.

He hated to see talent wasted away like that, plus there was something else he had planned as well. "I may have a proposition for you, are you interested?"

Peter looked at Batman strangely not sure what it was but he figured it might be interesting to follow up on. "Okay...what?" Batman led them to the teleporter and punched in some coordinates that Peter didn't know and when they arrived it was in a metallic room just big enough for them both to fit in.

"Wayne Enterprises is a global business and I have offices everywhere go I also have a places in quite a few major cities that I use not only when I'm there but also as a base of operations as Batman if I need them." He walked to a door and pushed a button and a door slid open. Peter walked into quite a large penthouse. He looked around it and was impressed by it, and then he noticed a window and saw a familiar skyline.

"We're in New York." Peter nearly whispered.

Batman nodded. "Yes, you see Peter I see a lot of myself when I was your age, but unlike me you still seem to want to be more then Spider-Man. And you're right, unlike me you don't have the resources to be Spider-Man to your fullest abilities at the moment so I want to help you out."

Peter looked away from the view and looked at Batman as he continued talking. "This place is one of the places where I stay when I'm in New York, but I'm not actually here, in fact I've never had to use this place and it just sits here collecting dusk. So my proposition is this. You look after this place for me, use it, as you will since I doubt I'll want to ever use it, and also I want to help you in your studies. If you want I can pay your fees but if you pass and become a doctor in genetics I would like for you to work for my company."

Peter's head was spinning. This place was great and the amount of mommy to get even a low rent apartment was a lot, he looked once since he and MJ had planned to move in together after graduation. Plus free university and all he had to do was work for him. "I want to stay in New York if I do finish." Peter said to him. In his research he found that New York didn't really seem to have anyone looking after it and felt this city would need someone like him.

Batman nodded. "That's acceptable there's already a Wayne Tech division in this city."

Peter raised an eyebrow at that and narrowed his eyes. "Exactly how long have you been planning this?" Batman actually smiled a little but didn't answer him. He showed Peter around the place it had two bedrooms both going out onto a deck and both shared a bathroom, there was another smaller one down stairs on the first level with the teleporter and a smaller bathroom with just a sink and shower.

There was a small workout area but Peter didn't really think he would be using that. There was another hidden room that Batman had planned on using for his detective work. It was a small lab with a film developing station. Peter smiled at that, since now he would have a place to make more web fluid and to keep his all his Spider-Man gear safe as well. 'Sure beats putting it all in a truck in the basement.' He thought to himself.

There was a living room and a kitchen/dinning room near the front door, which led to a hallway to the other penthouse rooms. Apparently there were a few others but the decks had walls on the side so you couldn't see anyone coming or going from them, which he guessed was what Batman was looking for the most.

After the small tour Peter was still a little overwhelmed. "This is all great...but I feel like a freeloader already. If it's alright with you I'd like to get a job to pay for my own personal expenses. I still want to earn my keep you know."

Batman nodded and was glad he did, it showed that he was a responsible person. "So does that mean you'll accept my offer?" He was actually hoping so. He wasn't sure why but every time he heard about some young person with a hard luck story it was one of the few things that got past all his defenses. He guess it was because as a child Alfred had been there for him and in some way he wanted to pass that on.

He had done it with Dick and now with Tim, Peter had even more a tragic past then all of 'Bat-family', as he heard Barbara call it, so there was something in him that wanted to help Peter out. That was why he was training him and all of this. Deep down he knew how hard it was to live on after losing your family and he just wanted them to have an easier time then he had.

He also realized that Peter without the aid of anyone had gone on through so much and was his own man because of it. Batman figured if anyone deserved a break in life Peter did at least.

Peter looked over to Batman and smiled. "Yeah...I accept." Then he looked around. "So...when can I move in?" Peter wasn't sure but when his back was to Batman he swore he hear a small but limited chuckle. 'Man...I bet Wally will want to through a part.' He thought looking at the size of the place then he figured maybe he would let him, it was a long time since he had enjoyed himself.

**THAT NIGHT**

Peter had moved all his stuff, which still wasn't much, to his new place and was outside the deck in his Spider-Man suit without the mask. It looked so much like New York, the air, the sounds of the city. It felt almost like home.

He was also confident that he wouldn't get lost since he knew this city better then anything. He pulled on the mask and jumped off the building and fired a web-line. He swung through the city and it was all coming back to him, the feeling of going over the busy night streets, the feel of the wind on his costume. For a brief instant he felt like he was home again. He landed on a building across from what has supposed to be the Daily Bugle but it wasn't. There was a sign that said 'The New York Journal' thought. "Huh, guess it's this city's version of a Newspaper building." Peter said to himself. "I wonder if they're hiring? Although if there's a J.J. Jameson in there I'm walking out the damn door, and looking somewhere else, once in a lifetime is enough thank you very much."

He swung through the city until he found just what the doctor was looking for. Trouble, and this kind was of a few guys that busted open a shop window and loading things into their van. Peter shook his head, he's seen a lot of crime and could tell these guys were just armatures. "Well time to introduce myself."

One of the guys, wearing a baseball cap and sweatshirt was putting a TV into the side of the old beat-up van. "Come on Frankie hurry it up, the cops will be here soon."

"Sorry he's a little tied up at the moment." Came an unfamiliar voice and the other guy twisted around seeing Frankie stuck to the wall in giant webs, some of it over his mouth. There was a thud on the roof of the van and when he looked up he saw someone in a red and blue costume with black lines all over it.

"Boo." Peter said to the guy looking up at him.

When the cops got the scene both of the patrol men got out of their car and weren't sure of what they saw. There was a van with merchandise from the store still in it, but the suspects weren't only still there they were tied up in webs.

The male officer looked at them and then to his female partner. "Do you have any idea what the hell is all this?"

She looked past him though at something behind him. "I think he might know." She said looking a little wide eyed and pointed. When he turned to look they saw someone jump off the side of a building and something came out of his arms and he was swinging away.

"What in God's name?" He asked backing away a little.

"Courtesy of your friendly neighborhood Spider-Man." She suddenly said.

Her partner snapped out of it and looked at her. "What did you say?" She held up a small card with the words printed on it. He looked at the card then to the guys in the webbing. "Do you have _any_ idea how we're going to write up this report?"

"None what's so ever." She said shaking her head.

* * *

**NEXT UP CHAPTER 9: INITIATION**


	9. Initiation

Thalanox: I try and not go too OOC, and I try to update once or even twice a week but I got about five other fics I'm working on.

Dany le fou: Yeah that does get annoying you should tell the people problems like that whenever you find them.

Edgy stoner: Yeah I really wanted him to get a break, but it won't be easy when he finds someone else in this world that was in his in the next chapter.

Casey: I honestly have no idea how long this will be either it will be about 50 if I can or 100 chapter if I can do it, plus thanks for that idea.

The Uncanny R-Man: Yeah I liked her too and wanted to keep her, all of those will show up an more.

Morlin: I honestly have no idea if she'll be back or not, if enough people do I may.

Ldypebsaby: They'll be a party after this one, and he's going to NYU.

Wage Shenron: Raven is too young like 14 or 15 and Peter is over 18 too much of an age gap.

X-Over: Oh trust me I'll get to those two and I'm glad you liked it and thanks for all your help as well.

slickboy444: Well Batman does have a habit of helping out kids with hard luck cases, plus I wanted to give Peter a break and Batman did have an ulterior motive, working under him means he can keep an eye on him. Plus I was kind of pissed when I learned they took out Hawkgirl too.

Erich: I think GL isn't from New York but I forget which major city. Spider-Man is in the League but he's not a main member just like all the others that will show up. Remember in the third season everyone in the DC world signed on. Thanks for that joke, and he will hang out with Flash but I wanted to do a little more research before I did anything in his city, plus I did say he already had been with Flash I just didn't write about it, because I didn't want to have three or more chapters that were basically the same.

malciah: There will be a lot of similarities but not much in the way of people from his world in this one, and there's no Oscorp.

Star Lin: You'll see Static and Gear, and you're not along with the Hawkgirl thing.

KTfanfic: Thanks, and of course he will as will the other members of the league and other DC characters.

Thanks to: Bumpkin, Gyre, Jezrianna, Dacl73, android181, hazelle, c-wolf, android181, Joseph McKinley, SiriusAboutMarauders, Nighthawk, KaliAnn, Dr. Evans, TJThunderbird, PureEvilOne, Ervin

* * *

**Author's Notes: Okay I'm saying this once. Yes Static and Gear will show up and he'll go to Dakota too later on as will other heroes show up too, since in the Static/Batman crossover Batman said Robin was with the Teen Titans so the titans will be in the same timeline and will show up later, and it will be Tim Drake since that was the Robin that fought with a Bo staff, while the Dick Grayson never did. And as for other Marvel villains I'm not sure if I am going to bring them over I mean how do I explain that when I haven't gotten into how Peter got there?**

* * *

**JUSTICE LEAGUE: THE SPIDER****CHAPTER 9: INITIATION**

In one of the teleportation rooms Spider-Man jumped out in a red and blue blur of speed. "Oh crap! Oh crap! Oh crap! I'm soooo freaking late!" He kept saying over and over again. Peter had gone out for a little patrol over the city and he was about to get back to his place and get to the meeting but then of course fate just had to mess with him...again.

Some jerks had tried to steal an armored car and of course he had to stop it. It took a lot longer then expected but he webbed them up and made a mad dash back to his place now he was running late, and he was really late too. "Okay everyone is in the meeting hall so maybe I can sneak in the back way." He muttered to himself. He always talked to himself when he was stressed like this and he made his way in and stopped as soon as he got through the door way.

"Whoa." Was all he said, looking around the place was packed with super heroes, in fact he didn't know there were that many around.

"You're late." Came a low voice and Peter jumped and turned to see Batman behind him. He really hated it when Batman snuck up on him like that, in fact he was thinking of putting a bell on him or something.

"Sorry, armor car robbery. What did I miss?" Peter asked him.

"Nothing much, just a speech and everyone is mingling at this point." He told Peter, he saw Peter looking around at all the faces. Batman had files on every one of them and knew a few personally, some more personally then others as he saw Zatanna. That was a good time in his life, before he was Batman working under an alias with a great escape artist and his daughter, who he had a relationship with. He hadn't seen her since she came to Gotham one night and now here she was and with real magic at her commands. He gave a small smile at how far she had surpassed her father.

"So...anyone I should avoid?" Peter asked looking at the crowd.

"Maybe a few, especially those that might not get your...humor." He told him. "I think I see a few of the safer members you might like." Batman moved off Peter following. There sure were a lot of people here; he was still amazed how many heroes were just going on around the place with no one looking over their shoulder like Fury had with him.

He came to a small group and noticed that two of them were about his age, well actually they looked a little younger but he did feel a little more at ease with them, since he could relate to younger heroes more because adults never had to deal with the kind of stuff they had to. "Hey Bats, long time no see." Said a kid in a modified helmet with a green glass like stuff over the front and in a green and white suit with something on his back.

"Hey who's the new guy?" This was from a kid of about the same age only with dark skin and in a black and blue costume that had a coat and a yellow lightning bolt design that reminded Peter of Flash's symbol.

"Gear, Static. This is Spider-Man, he joined up officially with the League yesterday." Batman told them.

"What? How did you get the sneak peak preview into this?" Static asked him but with the smile he had on Peter could tell it was in good humor.

"Maybe he blackmailed them." Gear said also in good humor. Oh yeah, Peter liked these two already.

"How did you know?" Peter said in his more serious tone, and was glad he wore a full-face mask. At time like this it was always hard for people to tell if he was serious or not with it on. "Did they tell you guys about those pictures?"

The look on their faces was just priceless and Peter nearly burst out laughing right then and there. "For real?" Both of them asked and that was it as Peter laughed at that. "Oh man we just got played." Gear said but still smiling.

"Sorry couldn't resist." Peter told them. "It's kind of a long story, but I've been helping out for over a month here. So you two are Leaguers too, like everyone else?" He had to ask since they seemed to still be about seventeen.

"We're...more like reserve members." Static told him. "We're going to wait a year before we become full fledge members but we wanted to look around and see what our future had in store for us."

"Yeah plus we kind of did our own to help out the League once before." Gear said proudly. "I guess you heard how we put the smack down on Braininac right?"

"Uh...I think I heard something about that...not to sure though from all the missions I've read about while I was staying up here."

"Hold up." Static asked him. "You were livin' up here or somethin'?"

"Until recently...yeah." But he didn't want to go into more detail. Sure the League knew about his real name and stuff but old habits are hard to break and he wasn't too comfortable giving away too much information at the moment.

Static and Gear shared a look. A month ago the League had never been more then seven members and they let no one in on their station unless necessary. "Well I have to get going, there's some trouble and we're going to see who goes where to deal with it." Batman told them after he heard the message from his communicator.

"Alright then." Peter nodded as Batman left. "So...you guys know anyone else here?"

"Besides the original League? Not really no." Gear admitted.

"To bad, cause I could show you guys a few people." The looked to their left and up because on a the shoulder on what looked like a giant robot was a blond hair girl in a blue and white costume with a white star on her chest and a blue mask with some kind of red belt. Her costume left her torso exposed and the bottom were like shorts. She was also on the shoulder of what looked like a giant robot.

"Hey, I'm the Stargirl, but you can just call me Star, and the big guy here is Stripy."

"It's S.T.R.I.P.E." It said in a robotic voice. "I wish you'd stop calling me that."

"As if." She said and jumped off the shoulder to meet them. "Hey, I've heard about you guys." She said looking to Static and Gear.

"Really? That's cool, nice robot." Static said.

"Actually it's just a suit kid." He told them.

"Oh...my bad." Then he noticed that Gear was just staring at Star so he elbowed him in the ribs. "Hey man, Earth is calling you home."

"Huh? Oh right, I'm Gear and I'm in love-I mean it's nice to meet you." Gear tried his best to hide his embarrassment but Star didn't seem to mind. Peter smirked under his mask and he and Static shared a look.

After a few more meets with a few other guys Peter walked around the station, it sure was a lot more crowded now then he saw Kara, Green Lantern walk to him with a couple of guys he never seen before. One was in what looked like a silver suit with an atom symbol on his chest the other guy looked like Robin Hood only in green.

"Hey guys, trouble?" Spider-Man asked them.

"Oh yeah, first mission." Supergirl said happily. She was anxious to prove her worth to the League. "By the way meet Captain Atom and Green Arrow."

Peter looked to Green Arrow then to Green Lantern. "He related to you?" he said that made GL raise an eyebrow but Green Arrow seemed to like it and gave a laugh.

"I guess we do have the same tastes in clothing." GA admitted.

"Well we got to be going, by the way." John stuck his hand out for Peter and he shook it. "Thanks for standing up for Shayera."

"No problem." Peter said and they left for the hanger deck. Suddenly a red blur came in front of Peter. "Whoa Flash where's the fire? Or is there a fire?"

"Nope, at least I hope not." Flash said. "There's some trouble in Keystone and wondered if you were up for a little beat down on the super villains?"

Peter grinned under his mask. "A month ago I would have said no, but right now I'm all for it." Peter met up with Flash in the giant hanger bay, he saw Green Lantern and his team in one of the new an improved Javelins, Peter was told that the League decided not only to upgrade from the original model but also made a few more, since in the past when the original Javelin –7 had been destroyed it was tough getting to the Tower and back until a replacement was finished.

He saw Flash already there and Wonder Woman was with him plus some big guy in a metal black and gray suit. "Hey guys." Peter said waving over to them then looked up to the big guy who seemed to tower over Peter easily. "Yo."

"So you're the new guy I've heard about." The big guy told him smiling. "The name's Steel, nice to meet you."

"Likewise big guy." Spider-Man said and they walked inside of the cockpit and as Wonder Woman took the controls Flash took the co-pilot seat while Peter and Steel took the back seats sitting across from each other. The ship lifted off and went out the docking doors into space. This was Peter's first flight through space and it was really cool, okay so he lived on a space station for about a month and personally knew a few aliens one being one of his newest and closest friends, but this was still pretty cool.

"So how long have you've been in the hero business?" Steel asked him, he was curious about the new member, he spoke to Superman once after the papers showed this Spider-Man guy in Metropolis, and Superman had said that Spider-Man was just passing through. Although he wasn't sure, he seemed kind of young but there was something about him, plus Superman seemed to view him differently then other new heroes too. It was strange and he couldn't put his finger on it but when he got the answer to his question that was a surprise.

"I'm been doing this for about three years...why?" He finally turned to face Steel and the faceplate that mimic his own showed his surprise.

"Three years? But I never heard of you until you showed up in Metropolis."

"It's complicated." Diana said from the front. "But he has been at this as long as he says, and I've seen him in action so don't worry about him." She said with a small smile, he had in fact seem him in the training sessions with Batman and other ones too and when he had joined the League for a few of the more 'smaller' missions. She had to admit he carried himself like a veteran and had obviously been in many fights.

Her own training as a warrior told her that much about him. She still remembered how he had changed from the sullen and withdrawn young man that had literally fallen into their laps. They still weren't sure how he got there. She believed that maybe the gods were at play in this, or the Fates had brought him to them. Although she still could see the sadness and pain that he hid in his eyes, he was glad he was becoming more open about himself and she guessed that he was getting back to his old self, at least she assumed so, since she didn't know him from before.

"So...who's the guy cussing trouble?" Peter asked trying to steer the conversation away from him.

"It's someone named Toyman, he and his little 'friends' are trashing the city, guess he got tired of having Superman kick his butt so he moved his operations out of Metropolis for awhile." Flash told Peter.

"Toyman? What kind of name is that for a villain?"

Flash grinned. "Yeah I know what you mean and his looks are just as bad. I should tell you about the Weather Wizard some time, now that guy is lame." Peter shook his head, another difference from his reality then his own was how lame some of these villains were. Okay Metallo had been a nasty one, but the Joker was a joke and some of the other guys he heard about were kind of silly, not to mention a little more 'tame' then the ones in his world.

He still remembered times like the second time the Hulk had shown up and trashed over three square block and killed hundreds, there was Magneto when he took over the Sentinels (which Peter felt sick the Government had created those monstrosities in the first place), then Magneto's return, not to mention all the guys he had fought like Doc Ock who killed so many people without a second thought.

'Yeah...pretty tame compared to my world.' He thought to himself. When they arrived in the city they flew overhead and as Peter looked down there was an actual toy army down there. There were tanks, scuds, little army toys and stuff. In a giant looking Robot with a domed head seemed to be leading them. It was hard to see but he guessed that was where Toyman was.

Diana took the Javelin in a strafing run and Flash fired the canons, taking out a good chuck of the toy army, but a few of the not so harmless toys returned fired and their ship shook from the impact, warning lights and beeping noises started to sound out as Diana tried to get control of the craft. She managed to stabilize it and landed in a nearby park.

"I'm guessing it's time for the ground assault." Flash said seeing that the ship was going nowhere at the moment.

"Correct." Diana said un-strapping herself and getting up going into warrior mode, she felt the rush of battle calling to her and was eager to answer it. The others got out and made their way back to the battle. Spider-Man hitched a ride with Steel, while Wonder Woman flew and Flash ran. Of course Flash was there first and with his speed made an attempt to dismantle as much of the 'toys' as possible.

Toyman, a small man with a grinning doll head plastic mask over his head wearing normal looking brown pants and a purple sweater with a red bowtie, watched this in his machine. "Oh that's not nice, you break my wonderful toys and that's not acceptable." He said in a kind of creepy Mr. Rodgers type of voice. He activated his arsenal list and found what he needed.

From the center of the machined a hatch opened and giant gumballs fired out, as they landed they exploded into gas that covered the area. Even though Flash was fast he had to slow down slightly in order to take apart the little war machines. It was at this point that the gas was released and Flash got a whiff of it, he tried to run out of the area but the gas was slowing down his body and as the gas reseeded Flash collapsed onto the ground.

"Oh goody it worked." Toyman said happily. "Now it's time to finished him off my little friends." Several of the toy soldiers aimed their weapons at Flash and fired. Flash nearly was hit but at the last possible second Wonder Woman landed in front of him deflecting the shots with her bracelets. Steel and Spider-Man, who was sitting on his back, flew overhead.

"I'll help out with Wonder Woman, see if you can keep the Toyman busy." Steel said to him.

"On it, if there's one thing I'm good at it's making the bad guys hate me enough to forget what they were doing."

"How do you do that?" Steel asked with a smile.

"I annoy the hell out of them!" Peter shouted as he jumped off. He landed on the glass dome of the robot and as he landed he saw the Toyman for the first time. 'Great it's a guy dressed up in an evil Mr. Rodgers toy.' Peter knocked on the glass. "Hey does your mother know that you're playing rough with your toys? You know what happens to bad little boys that don't play nice with their toys right?"

"And what would that be?" The little man asked as he used the controls to make the tentacle like arms to try and hit Spider-Man, but Peter kept dodging. He managed a look and saw Steel and Diana going to work on the toy army as Toyman was focused on Peter. 'You know working on a team really does have its advantages.' Peter thought but put that aside as his spider sense kicked in and he had to dodge again.

"Well the bad little boys get their toys taken away from them." Peter said to him through the glass.

"That's _not_ going to happen!" He said angrily and Peter guessed he hit a nerve.

"Look little man if you want to play army, do it with those little green guys, that's what they're there for." Peter told him and started to web-up the glass.

"Hey! What are you doing?"

"A little redecorating." Spider-Man said as the webs started to cover the machine. Soon the dome was cover and Toyman couldn't see. The giant robot started to move around erratically. Spider-Man jumped off it and landed with the others seeing that most of the toys were destroyed and the rest seemed to be going around with no real directions.

He also saw Flash was getting up and figured his heightened metabolism worked through whatever that gas was by now. "So what's the plan?"

Diana got out her rope and looked at Peter. "I'll get the arms, you tie up his legs. Steel hit him high." She flew up and Peter wasted no time webbing up the legs. It took a lot of web-fluid, in fact he emptied out both shooters in order to get the legs immobilized. He looked up and saw Diana how looped her rope around the wrists of the machine's arms and was pulling as hard as she could. He could see it lean back and when Steel slammed into the dome it toppled over and landed with a giant crash.

"Well you know what they say. The bigger they are the hard they fall." Peter said to himself and jumped onto the chest of the thing as Steal ripped off the cover of the head of the thing as he pulled out Toyman who was flailing wildly. Peter felt a gust of wind and turned to see Flash.

"What did I miss?" Flash asked.

Peter smiled under his mask and looked over the street to see all the toys had been deactivated when the robot wasn't functional. "Looks like you sleep through all the goods parts, but I'll give you the high lights."

After the battle when Toyman was taken away, Peter had to spend the next couple of hours repairing the Javelin, luckily Steel was helping him out. Peter closed a hatch and wiped his brow, or tried to. Sometimes wearing a full-face mask meant all the sweat had nowhere to go. "Well...that should do it." Peter said looking to Steel. "You want to do the honors?"

Steel nodded. "Sure thing." They walked inside where Flash and Diana were waiting. "Try it now." Steel said and Diana punched in the start-up sequence and the engines hummed to life.

"Alright!" Flash said happily. "It's about time, man I thought having two brains on the group would have had that done sooner."

"Not all of us do everything as fast as you do." Peter said to Flash sitting down. "Besides do you know how to fix this thing?"

"How hard could it be?"

"You could have so much voltage running through you if you do something wrong, they would be calling you Flash-Fried."

"Oh...remind me to call you when I need to do any electrical work." Flash said with a grin. Peter chuckled a bit and nodded. The way back to the Watch Tower was a little more rocky since the internal compensators were still a little off, when they landed Peter and Steel offered to stay behind while they tried to completely fix it. It was kind of nice actually.

Peter and Steel got to talking, mostly about science and stuff and they were both surprised at the kind of knowledge both of them had, in fact neither one said it, but they both felt a little more at ease with each other since they seemed to have that in common. In fact they both thought it was nice to meet someone that could hold a conversation about the kind of stuff they were in to.

It had taken a couple of more hours but they eventually got it fixed up. "Well...that was a nice little project. You know maybe I should become a mechanic? I mean if I can fix this thing a simple car engine would be easy." Peter said making a little joke.

"Yeah, you could have a one hour or less policy." Steel said in good humor.

"Well I'm going to get a drink, how about you?" Peter asked the big metal man.

"I think I'm going to see if I can repair my armor, one of the joints has been acting up ever since the fight."

Peter shrugged. "No problem, see ya around big guy." He waved him off and went to see on how the others were doing. So far Superman, Hawkgirl and Batman were still out on a mission, but someone said that Green Lantern's team was back, but not exactly in good shape.

He heard that both Captain Atom and Green Lantern were in the medical wards. He didn't know Atom so he decided to check on John. When he saw him in a chair with Supergirl looking at what Peter saw was a suit that just moved and gave the thumbs up sign was a new one on him. He walked up to John and saw how beat up he looked. "Man John, what happened? Hawkgirl asked if she looked fat in her uniform and you said yes?"

He noticed how Kara looked then and knew something was wrong especially when she turned and left. Peter looked to John. "What happened?" John told him about the giant nuclear robot in Korea and how it all went down and how he told Kara how she had acted.

John looked at Peter as he looked through the glass. "Well...aren't you going to say I was hard on her or something?"

"No...because you were right." Peter said in a low voice and went to find her. He knew John could be a little harsh at times, but Peter also knew that John always was like that because he knew someone had to say what needed to be said. Peter eventually found Kara in the mess hall sipping slightly at her drink and looking not so good.

He sat down next to her. "You alright?"

"Yeah...well...I don't know...I kind of messed up out there, I mean look at what happened to John and Captain Atom." She looked at him and he could see how bad she felt about it.

"Yeah well...we all screw up." He looked around then leaned in close. "You see the first time I went up against the Kingpin I thought I was all that, and you know what happened to me?" Kara shook her head. "I got the crap kicked out of me, my mask pulled off and then they just threw me off the building like I was trash." Kara was shocked by that. "Luckily he didn't just kill me, or took the time to find out who I was...but...well that was my wake-up call, and what happened to you today was yours. It's times like this we learn that what we do isn't a game and there are consequences and people will get hurt."

Kara sat there thinking about it. "Was there any way I could have learned about that without everyone getting hurt?" She asked him.

Peter shook his head. "Not easily or with the same impact, it sucks I know, but sometimes we it's the only way a lesson can be sent home."

* * *

**NEXT UP CHAPTER 10: HOUSE WARMING**


	10. House Warming

Winblades: What happened with Supergirl I just went on the assumption everyone had seen that episode sorry. Compared to what Peter has faced, a lot of DC villains are pansies in comparison. I don't think I'll use the Apocalypse thing since he's more of an X-Men villain. Don't worry I got something in mind.

TJThunder: I think I might skip that episode and you'll see how he reacts to the cloning episode, or at least the after math of it with Kara.

Jezrianna: Well I just read the synopsis, sorry about that. You can see more of those characters and other later on in the story too.

Android181: Sorry, it's hard to tell with cartoon characters, but no I'm not hooking those two up. Actually Spider-Man has dated a Goth, in by SpiderX story which is a crossover with X-Men Evolution he's dating Rogue who in that series was a Goth.

Erich: Yeah I know, so I'm just going to do what I want with the Titans since that movie was made before that so it their fault if the continuity is mess up. So just go with it. I like that training idea, I'll do that later on, yeah Peter has learned all the hard lessons in life.

The Uncanny R-Man: Yeah they are aren't they? Sorry no GA only people who know that Peter is Spider-Man, but you'll see more of him later on too.

Ldypebsaby: You're not the only one to think that, I think that's why I like Marvel better. They got a lot more cooler villains.

X-Over: I'm not sure about the Guardians, even though I could but maybe I could do something along those lines.

slickboy444: Glad you liked Static and Gear and the part with Kara also, I didn't even think of that last bit until when I was close to finishing it. Compared to the things he fought in the Ultimate Marvel universe the villains in the DCU are a little more tame, well most of them.

Janusi: For Peter's villains it will be a combination of usual DC and OC villains, and they will know about some of the villains Peter has fought later on.

Star Lin: Well this is going to be a bitter sweat chapter. I wish I got the unlimited episode all I got to go on is summaries in web sites.

Casey: Well it may get close to 50 I'm not sure, I just hate to see good fics end and this is just me compensating for it.

Thanks to: Urazz, RangerH, demonman21, rockflyer, Nighthawk, Kaliann, Dr. Evans, Steph-59, SiriusAboutMarauders, PureEvilOne, TallieCat, Trahmal, Blue-Eyes White Knight

**AN: Okay please read this, yes Peter will get a few love interests, I will get to how Peter got to this world later on.

* * *

**

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 10: HOUSE WARMING**

Peter woke up in his new bed at his new place. He couldn't refer to it as home...not yet...and he wasn't sure if ever. He was still in a white T-Shirt and boxers and was under the covers as he looked up into the ceiling. He sighed to himself wonder about his life again. "Penny for your thoughts?" Came a voice so familiar his heart stopped. He looked over and there she was...MJ.

He just stared at her seeing her beautiful face, her green eyes and shoulder length red hair, wearing nothing but an old shirt that of his that she wore when she stayed for the night. He remembered how after they started sleeping together, when they became lovers and not just a couple that had been dating for two years. She had taken it she had told him how she always wore it at night so she felt he was always there with her. He looked at her now and she smiled at him. "Cat got your tongue tiger?"

He didn't say anything he just pulled her close and kissed her. It felt so good to actually hold her and feel her against him again. The sweet tasks of her lips, the smell of her hair the feel of her skin...god how he missed it so much. After awhile he pulled himself away tears falling from his face. "MJ...is...is it really you?" He asked hopefully. Then he saw the sad look on her face and he knew...he knew it was a dream, that he was still asleep.

"I'm sorry Peter...you know this isn't real...you know I died." She said sadly.

Peter just held her close the pain he was feeling was nearly too much for him, it felt like someone was tearing his insides apart, like someone was tearing his soul to shreds. "Please...please don't say that." Peter moaned crying his heart out. "I want this to be real! I don't want this to be a dream! I want my home back, I want my family back...I...I want you back."

He felt her hug him tight and felt her cry as well. "So do I Peter...but...you know that will never happen. Oh God I'm so sorry you have to go through this I want to be there for you, Peter you were the greatest love of my life, you were my life."

"So were you." Peter said his voice cracking from the overwhelming sense of pain and sadness. "I loved you so much...I still love you, and a part of me always will."

"I know...in another life maybe we could have lived out our lives together, maybe in some other world you and me worked out, got married and had a family. Know that I will always love you Peter...but you can't keep loving someone that isn't there...someday you'll have to move on."

Peter pulled back from her his face a river of tears his eyes filled with nothing but pain and loss. "I don't want to...please...don't make me wake up from this, I don't want to wake up."

MJ caressed his cheek. "I'm so sorry Peter...but you have to wake up now."

"MJ!" Peter shouted and bolted up in the bed. He quickly turned to where Mary Jane had been but there was nothing there. He fell back on to the bed and looking at the place where she had been he reached out with his hand to the spot and felt nothing but the coldness of the sheets. He slammed his eyes shut and his fist balled up taking some of the sheet with it and he cried, he just cried unable to do or think. He just felt the loss of possibly the greatest love in his life right down to his soul and all he wanted to do was let it out...all the pain...he just had to get it out.

After a shower he wiped off the mirror and looked at his reflection. He looked tired and worn out already, plus the look in his eyes...nothing but pain and loss was in them so he turned away from it. He was glad that at times like this he wore a full mask that hide his eyes, maybe if he ran into anyone today he would be Spider-Man and they wouldn't see it. Sure he was better then he was when he got here...but two months was hardly enough time to get over the loss of your entire life and everyone in it.

He got dressed and put after eating his breakfast went to the secret lab that was in the place and checked out the photos he had of last night. So far he had seen that Journal paper advertise for pictures of Spider-Man. After a week it seemed his presence was getting known in this city. Mainly die to the fact he was the only hero in town. He gathered up the pictures and figured if it worked in his old life then why not in this one?

That and he needed the money he was starting to run out and he didn't want to ask Bruce for a hand out. He got his jacket and put the pictures in an envelope and walked out the door. So far he hadn't met his neighbors but this level was reserved for people that could afford the top few floors, as far as he knew only four of the eight rooms were lived in not including his own. He walked to the elevator and pulled out his key that you needed to open it.

Security was kind of tight but he guessed that's one of the reasons for the high cost. Unless the guys that guarded the bottom of the private elevator had a person's name on a list you really couldn't get up there. Which was why Peter had put down the names off the main Justice League as well as Lois, and Kara but not Diana, Hawkgirl or J'onn since that would be hard to explain but then again they could fly up to the balcony.

Walking around this city brought back a lot of memories for Peter some good and of course some bad. The World Trade Center was still gone in this world just like in his own and he saw places that held special moments in his life. Like a place in the Park he and MJ liked to go to, his old high school although it was now under a different name but the building was the same, and many other places. Yeah, this town was full of ghost for Peter and echoes of his past.

It was also here in this city he didn't feel so alien to this world, this was the closest thing he had to home, although incomplete...it was at least something. That and the fact that in his world it had been 2006 and it was 2004 now in this one that also got a little getting used to also. He made his way to The Journal and got in, the place looked just the same as the Bugle although he didn't notice anyone, which was a little disappointing he had hoped that at least _some_ of the people he knew had counter parts in this world. He made his way to the top floor after asking for the offices and he wasn't surprised it was on the same floor. He got out the elevator on the top floor and it was déjà vu all over again.

It looked just like the Bugle that it was eerie. He walked over to a desk that used to have Betty Brant sitting behind it but now there was another girl, she seemed blond in a silk shirt with glasses and was typing something up. Her hair was in a ponytail and she seemed busy.

Peter was about to rethink this when the girl who wasn't much old then him must have seen him from the corner of her eye. "Can I help you?" She asked not looking from her work. Peter figured her for an all business type and went right to the point.

"I got pictures here of Spider-Man and I hear this place was looking for them." Peter was a little surprised when she stopped dead in her works and looked at him for the first time, she seemed to be studying him.

"We've already had a few people try to give us fakes that didn't match the description and were of poor quality. I worn you my boss has had it with those so they better be the real thing." She warned him.

Peter pulled out the envelope and pulled out the pictures and showed them to her. "You tell me?" He asked her and he grinned as she looked through them and when her eyes widened at a few of them.

She pushed an intercom them. "JJ you'll want to see these pictures I just got. They're of Spider-Man and they look like the real thing." Peter mentally cringed at the name of JJ. That had been Jameson's nickname and of all the people he wondered what cruel fate that was screwing him over again had that guy here too.

"Send them in." Said the voice and Peter looked a little confused that didn't sound like Jameson at all. Peter was waved in by the secretary and when he walked in through the door that said Editor on it he was expecting to see old JJ sitting there smoking. Boy was he way off. This was another man with silver hair, was about Jameson's age but his face had on a beard and he was in a suit, and had on a kinder expression then Jameson ever showed Peter.

The man stood up. "Well now, I'm Jonathon Jarrett and I take it you got something for me?"

Peter nodded. "Yeah I'm Peter Parker sir, and so far I'm a freelance photographer and I got these pictures to sell off." He handed them to him and watched as Mr. Jarrett looked them over. He seemed to look closely at the pictures and after a moment Peter was getting a little nervous but when the man smiled Peter felt a lot better.

"Well a four things first off." He started of. "First I'll pay you top dollar for this excellent work, secondly I want all of these just for me, no sense in you giving the competition any. Thirdly...I can see talent when it walks in through the door. You said you were a photographer but what I see in these is nothing but a few professionals ever had and you're still a kid for God's sake...that means you got talent. How would you like a job?"

Peter couldn't smile any larger if he wanted to. "That would be great Mr. Jarrett...but what's the fourth thing?"

Jarrett smiled and leaned back in his chair. "That everyone here either calls me John of JJ, Mr. Jarrett makes me feel old son." Peter could tell he would like working for this guy, after a few questions Peter would start tomorrow and he went to the desk with the blond to ask for a pay check and forms to fill out.

The blond there smiled up at him and seemed more friendly then before. "You must really have impressed JJ. I don't think I've ever seen him hire someone so fast, but after seeing those photos I can see why." She handed Peter his first check and he was surprised by the amount, he always knew Jameson had been stiffing him on it pay and this was a lot more then he earned there.

"Thanks...uh...sorry I didn't get your name."

She smiled. "It's Betty Jones." Peter gave her a little strange look and she must have figured it was about something else. "If you make one Archie comment you will regret it."

"Oh no, it's not that, it's just that the last place I worked was with a secretary named Betty."

"Oh...alright then, see you tomorrow Peter." She told him and Peter smiled and nodded and went to cash in his check into his account.

**-In the after noon-**

Peter had spent the last few hours web swinging though the city. It was one of the few things that relaxed him, plus he also spoiled a few crimes too and kicking the crap out of some of those guys usually made him feel a little better too. He had just gotten back and changed when there was a knocking at the door.

He was still feeling a little down, sure he had a job and all...but that dream was still haunting him and he ached for his old friends and lost loves, that and the lack of sleep and all the exercise of being Spider-Man was kind of draining him a little. He walked to the door and opened it up.

"Hey man how's it going?" Asked Wally West the Flash only out of costume.

Peter smiled a little, Wally always did try to make everyone around him feel better, usually through his jokes. "Hey Wally what are you doing in New York?"

He just shrugged and smiled at him. "I was in the neighborhood and thought I'd drop by." Peter opened the door for him to step on in and closed it.

"No offence but Keystone City is nowhere near New York." Peter told him.

Wally just shrugged. "Hey when you run as fast as I am China is just around the block to me." In truth Wally was just checking up on Peter, he knew that Peter was still hurting and he was hiding it, in fact now he could see Peter's face and could see how he was really doing. "Hey man nice digs...Bats sure knows how to furnish a place."

Even though Peter wasn't in the mood for company he was glad to see Wally him and the others were his only friends in this world, and to be honest it got lonely in this pig place to himself, he was used to having others around. He and Wally talked mostly and joked around, and Peter told him of getting a new job. Wally of course was happy to hear that but after an hour Wally had to go. Peter was a little disappointed in that, Wally was good company and was like the immature older brother he never had.

Wally on the other hand also enjoyed Peter, it was rare to find someone who appreciated and got his humor but from what he saw Peter could use a little cheering up. He swore Peter almost was starting to look as bad as he did when he first got here and he resolved to help him out. After running back home, in about five minutes, he changed and got to the hidden teleporter in his apartment. When the League finally got this technology working every member had one placed somewhere were they could get at it. Luckily all those locations were locked out at the tower because no one wanted uninvited guests.

In the tower he quickly ran all over the place looking for only certain members. He found Superman and Diana talking to Supergirl. "Hey guys, can all three of you meet me in the conference room in about five minutes?"

"Sure...I guess." Diana said looked at the others. "What's this about?"

Flash just smiled. "Sorry but that's a secret." Then he was off. He managed to round up J'onn, Batman who had been talking to this sexy dark haired woman in a magician's costume that he couldn't remember the name of and found John and Hawkgirl together of course. After everyone had gather Flash filled them in on Peter and what he felt was going on with him.

These were the only people in the League that knew Peter was Spider-Man and the only ones to help. "You think he's having a relapse?" J'onn asked him. He hated to think that Peter was reverting back after so much progress.

"I don't think a relapse...it's just...I think he could use some cheering up is all."

"What do you suggest?" Supergirl asked him. Over the time she knew him she considered Peter one of her closest friends and wanted to help him out if she could.

Flash smiled broadly after that. "I say we through him a house warming party. I mean show him he's not alone in the world and all. Plus the guy could use a party too."

"I might not be able to do this." Batman said. "I could be busy...but...I could send a few others there if I can't make it."

Flash frowned a little, he knew Batman wasn't a party person, or much of a people's person, or personality either not to mention a workaholic...but he kind of hoped he would have showed up. "Well then, I got a plan and here it is."

**-The Next Day-**

Peter had just finished his first day on the job. So far he was assigned to a conference about a scientist that claimed he had proof of quantum universes. Peter of course was interested and the reporter he was with who was covering the story named Jason was having trouble following along. Peter translated for him and man was he thankful.

He got back to his room and changed out of his costume. So far there didn't seem to be any super villains in New York but he was fine with that, he saw enough of those guys during League missions. He put on some jeans and a dark shirt. He couldn't remember how long he had been getting darker clothing but he was still in morning so he didn't really think about it. He walked out of his room and was wondering why it was so dark.

The shades were drawn down and the lights were out. He swore that the shades were up when he left and the sun was setting at the moment. So it was kind of dark. 'Great...now where the hell was that light switch?' He thought to himself while searching for the light switch. Then he thought he heard something from down the stairs.

"Hey! Is someone down there?" Peter said. He jumped off from the second level to the other one, he was wondering why his spider sense hadn't gone off when the lights suddenly lit up and a whole mess of people yelled out surprise. After the small heart attack he saw everyone in civilian clothing that was a hero. So far he saw John, Clark, Kara, Wally, and even Barbara and Dick. He saw J'onn in his natural form and Hawkgirl in plain clothing that let out her wings and without her mask. It was the first time he saw her without it and he never knew how much of a babe she was under that thing. She definitely made Black Widow a run for her money.

Even Diana was in plain clothing although he did notice she still wore her silver bracelets. He noticed Lois was here too.

"Okay...I give up. What's going on?" Peter asked them all.

Flash suddenly appeared next to him. "It's called a party dude, and you're the man of the hour. You looked a little down so we thought we'd cheer you up." Peter didn't know what to say, he was at a loss for words, but he was glad for this though. During the party everyone had drink and Wally had gotten snack food, J'onn made for the Oreos and pretty much monopolized them. Everyone was talking and catching up.

Peter was on the couch talking with Kara, with Dick and Barbara in seats across from them and Diana had another one. "I tell you I'm glad you guys are more tolerated in this world then in mine."

"How do you mean?" Diana asked him.

"Well...you see that group SHIELD I told you about. They keep taps on everyone with super powers and pretty much tries to either keep them under their thumb...or imprison them, without a trail or anything."

"You're kidding? What about non powered guys like us?" Dick asked leaning forward.

Peter scratched the back of his head. "Kind of the same thing...only they're more lenient. I mean the Ultimates on their Black Ops team had this woman named Black Widow and Hawkeye. Plus Hell's Kitchen had this guy called Daredevil."

"Daredevil? What's that guy like?" Kara asked him with an amused look on her face.

"Think Batman only in red." Peter said and everyone there got it. He also noticed how Barbara and Dick especially thought it was funny since they worked with Batman.

"Speaking of Batman, sorry he couldn't show up." Barbara told him. "Scarecrow was running around Gotham and he didn't want to leave with him on the loose."

Peter was fine with that, he knew Bruce was the kind of guy that couldn't just let someone terrorize his city, and he also knew that if Bruce could have he would have been here. During the party Barbara got Kara alone for a moment and looked over at Peter and then at her with a smile on her face. She had never seen Kara like this with someone before and was wondering if there was anything going on, that and she always seemed to talk about him at least once when they talked or got together. "So...is there anything going on with you and Peter?"

Kara was surprised by the question. "B-B-Barbara! He's a close friend!"

"I didn't hear a 'no' in there. Come on you got to admit it. He's a really nice guy, and cute too." She saw a look that Kara was giving her and decided that if she did feel anything for Peter she needed to do a little damage control. "Hey I'm just saying, besides he's a few years younger then I'd care to start dating with."

"True." Kara said to her then decided to get her back a little. "And what about you and Dick? Oh come on I know you still carry a torch for him, and I can see he still does for " Her friend said and Kara knew when the stop, it was too bad she really thought they were really cute together.

Lois was talking with Peter while this was going on. "So you're working at this Journal huh? How's that working out?"

"Pretty well actually, and believe me the boss there is a lot better then my old one." Peter admitted.

"The guy was not to pleasant to work with huh?" John said coming over with his arm around Shayera waist.

"Trust me...you have no idea." Peter told them and Lois told them of the few things Peter had told her and Clark. It was a little awkward since she knew all about the League members and their identities but this was actually the first time she spoke to them face to face.

"If I met someone like that, they would soon learn the business end of my mace." Hawkgirl said, she really didn't like the sound of that guy and if someone slandered her like he did Peter that person had better run. "I can't believe you worked for a guy like that, especially all those things she just said were true."

Peter shrugged. "Not much employment opportunities for someone as young as I was, I'm still amazed I got this new job."

Flash tried to get a Karaoke signing started but thankfully everyone got him to quite before it was too late, and actually it had been getting late. After a few hours everyone knew that they had to start leaving and they all said their goodbyes. Peter thanked Wally for this since he fund out it was his idea it was nice to know that in this world he had some true friends. Clark and Lois flew off back to Metropolis and they both wished him luck in his new job.

Kara had to go back to Smallville and said she'd call him later that week to see how he was doing if they didn't meet up at the Watchtower. John and Hawkgirl both had rented a hotel and were going to go back, when Peter asked if they had gotten separate rooms the looked he got from them pretty much told him all he needed to know.

Dick and Barbara also had rented at a hotel to enjoy a little vacation in New York, in separate rooms of course. Diana took the teleporter back to the Watchtower as she had monitoring duty. Oddly enough J'onn was the last to leave. "I enjoyed myself, it is a rare thing when we get together like this." The green skinned alien told Peter.

Peter smiled at the calm demeanor that he always seemed to have about him. "Really? I would figure you guys got together every now and then."

"Not really, also...we were worried about you and I can see that Flash's concerns were correct. Even I can sense the mood you're in...you're still not sleeping well are you?"

Peter sighed as he put down a few of the bowls used for the snacks. "Not really no...I...I'm just still adjusting."

J'onn placed a hand on his shoulder. "It's not easy I know...if you want...I could place a mental barrier in your mind to prevent you from remembering your dreams...or nightmares so you can get some sleep, temporarily at least."

Peter thought about it, a good nights sleep would do him some good. "Thanks and I mean that I really do...but...I got to work through this...if it gets to bad trust me I'll come to you."

J'onn nodded and respected his decision. "I hope you don't need it." He turned and went to the teleporter to get back to the Watchtower. "Pleasant dreams." He said over his shoulder as he entered the secret room and it closed behind him.

Peter smiled at the sentiment and got to work cleaning up. I wasn't until now that he realized how lucky he was to have so many friends that cared for him. He'd have to think of something to thank them all.

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**NEXT UP CHAPTER 11: THE NEW GIRL**

**Guess who makes their appearance to the League? A nineteen-year-old Donna Troy and what will she think of her sister Diana's life? Of the outside world and of a certain wall-crawler?**


	11. The New Girl

Winblades: Well she did have a sister, she used to be a Teen Titan but was killed not long ago.

Wage Shenron: Too short, it was over 4000 words, that's not long enough for you? I know it was kind of fast but I thought I made it clear why he was hired.

Casey: No problem in fact I may do a sequel it depends on what I do, although he won't actually be in the episode more like before and after it.

The White Mage: Sorry it's just that Peter won't see her much if he did, since he will either mostly be at the Watchtower or in the New York area so they would kind of only see each other rarely.

payne king: Alright one villain will show up, also I'm going to bring in any other characters that haven't been animated (but most have) like Donna for instance, she hasn't and I'm bringing her in this chapter.

Erich: Thanks I really tried in the beginning there. The time thing I just realized since the comics started in about 2003 and it was and older Peter so I thought I should comment on that. And no I did mean Black Widow, since Peter once said to Logan that she was the hottest woman he ever saw, and he had cable. You'll get a Black Cat/Catwoman comment later on when he meets Selena. The Quantum universes is actually part of quantum theory.

The Uncanny R-Man: I might add him, but also check out Speedy and a few other canon characters both good and bad later on as well as a few OC villains.

Ldypebsaby: Later on yes, but not after he gets over his pain a little more.

X-Over: Let's just say things will get interesting with Donna in his life, you'll see some Booster Gold in this chapter and the Question later on (although some detail about the guy could help me) As for you're other questions see the Author's Notes.

slickboy444: Thanks I really tried for a real emotional beginning there, and I just wanted to psych everyone out with the JJ thing, as for the real JJ being the biggest thorn in his side I would have to agree with you. I just wish that in that She-Hulk comic when she offered to help him sue Jameson he had won. (He could have but Peter Parker didn't come off too good)

Star Lin: I didn't want people to think Peter just up and got over everything, yep it's going to be really good with Donna in town.

SiriusAboutMarauders: Damn, thanks for the ego boost hope I don't get a swelled head, I'm not sure about any sibling rivalry I think Donna will look up to her older sister more, plus kind of relay on her to get used to the outside world.

Gyre: You're right and he will.

Alex: No I don't just the flamers, and I was more familiar with the main Marvel version of JJ sorry about that plus I never got to see that issue, I'll work something in to help balance it out thanks for that, and I'll keep the angst lever down more, I just trying to go for it I mean a person can go years with that kind of pain and it's only been two months so far so keep that in mind.

Thanks to: Fire inu, Blue-Eyes White Knight, Aaron, Tweedler, mr.myth310, Jezrianna, hatten, demonman21, PureEvilOne, Nighthawk, Actiondude

**AN: Since I don't get the third season of this show I'm not going to do every episode with Spider-Man in it, a few yes but not all of them. Also since SO many people asked it, I will bring in at least one Marvel villain for now and explain how Peter got to this world too. I gave a clue last chapter about that.

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**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 11: THE NEW GIRL**

Peter had just managed to get some free time and he was at the Watchtower looking over a few systems that needed upgrading and since Batman was a bit busy at the moment, he thought he might as well do it since he was almost just as familiar with them as he was. He had his head inside a consol replacing a faulty chip that had burned out. "How goes things?" Peter was surprised by the voice and banged his head from being startled.

"OW! Damn it." He pulled out and rubbed his head seeing J'onn there.

"My apologies."

Peter just shrugged. "Not your fault. Well I just finished up here and this should be operation once I close up." He told him, it had been fairly simple but it was nice to work with his hands again.

"I meant your life." The Martian said to him in his normal almost mono-tone voice. "You seemed down a few days ago."

Peter just shrugged. "Yeah well...some days are better then others...but I'm getting better I know that and that little party of Flash's was exactly what I need and thanks again for all that big guy."

The green skinned Martian smiled a little and nodded. "What of your new job? Is that going well?"

"Oh yeah, I've met a few of the other people that work there and they seem like nice people and the new JJ sure keeps me busy." Peter said humorously.

"I've been meaning to ask...was you former employer really as bad as I've heard?"

"Well...not at first but people can change in three years." Peter said remembering it all. "I mean I got the job there by just fixing up their web sight and got a chance to sell my photos there and make money too...but...things happen." J'onn nodded him to go on. "Well there was the Scorpion thing, that's where he founded a project to take out Spider-Man and created a super villain. SHIELD didn't like that one bit, and he was nearly thrown in prison but I talked to Fury and he was let go. Then there were the few times I spoke out against his slander of Spider-Man and at one point I managed to sell my photos to another paper for a little better press, since I was sick of all the negative things that the Bugle was putting out."

"He didn't like that, and I told him that I didn't like how he kept twisting around my photos...he fired me for that. It took two weeks for me to get my job back there but after that things were strained...there were a few other instances but I won't go into it." Spider-Man sat down in a chair. "Looking back on it, I'm kind of sorry all that happened...but there's nothing to do about that now."

"Some times we cannot control what happens in our lives and sometimes we have to take a stand on what we believe." J'onn told him. "It can cost us...but that thing you should ask yourself was, was it worth it?"

"I think so...yeah." Peter said thinking about it. "So...you up for a snack break? I think I saw some Oreo cookies somewhere." J'onn smiled broadly and gestured him to lead the way, right after Peter quickly ran back and closed up the panel before he forgot about it completely.

In another part of the Watchtower Diana was in the observation deck looking out at Earth. No matter how many times she saw it she loved to watch it from here. Even the first time she was in space she had spent an hour watching the planet from a height greater then that of Mt. Olympus. It was a sight she would never have seen if she had stayed on her island, and many things too by coming to the outside world. This was one of the things she took solace in knowing she was banished from her homeland. At least in this way she could still 'see' home...just not close enough to make anything out.

"I was told I would find you here." Diana's eyes widened at the familiar voice and turned to see a woman with long blond hair, a golden Tierra with matching earrings and a necklace and wore white robes. "Hello daughter."

"Mother!" Diana hadn't seen her mother since Superman's funeral. She had come off the island to pay her respects to him and they actually managed to talk a little too. Luckily it turned out Superman had been sent to the far future and managed to come back too.

"I figured I would surprise you, I had Superman get me up here." She walked next to her daughter and looked out. It was amazing the things that were found in man's world, but she would never show it or admit it to anyone. "It's...good to see you again."

"Yes it is." Diana admitted she knew because of her status as Exile her mother had to keep a certain presence about her. "I take it this isn't a social call." Diana said slightly sad that there was no way she would just come and visit without a reason.

"Yes. Because of resent events I've decided to let one of our warriors see the world so we know what is happening in the world. The Earth has become a much smaller place and more dangerous it seems. In the last few years invades from the stars have attack a few times, Hades nearly got released for good, Arestia's plague and other things, it seems the world has moved on and we've been left behind and we need to know what other kinds of threats there are in the world or things that could threaten us."

"So I picked a volunteer in fact the only volunteer to come to the outside world." She told her daughter.

"Just one?" Diana asked curious to that, she knew that her sisters wouldn't like the idea of leaving home but she figures a few would take up the challenge.

"Yes, one. You see they would need a guide someone to show them how man's world works...that means that they would have to have you as a guide." Her mother Queen Hippolyta told her and Diana's heart sank at the news. That would most likely mean that her sisters didn't want anything to do with her.

"So who was it?" Diana asked depressed at the news.

"Me silly." Diana for the second time that day turned and was pleasantly surprised to see the one other person she missed the most from home. She was a young woman that looked a lot like her, she had long dark hair only slightly shorter but had the same eyes as her. She was younger looking and looked to be about nineteen. She wore a red one-piece suit with no sleeves and a plunging V neckline with yellow stars traveling up the sides. She had on black boots, a pair of yellow star earrings and similar silver bracelets like Diana's and wore a yellow belt with a similar yellow lasso on her hip.

"Donna!" Diana cried out and hugged her. "It's good to see you again little sister."

"It's great to see you too big sister." Donna said hugging her back. She hadn't the chance for this when the last time she had seen Diana and was glad for this opportunity. When no other Amazon had stepped forward she saw this as her only way to see her sister again and took the challenge.

Queen Hippolyta didn't show it but she was happy to see her only two daughters together again. "Well I shall be leaving now, I have to get back home...Diana...take care of your sister." She had wanted to say that she still loved her and wished her well but the laws said otherwise. Diana nodded but even she could see the look in her mother's eyes and knew that her mother felt that way even without words.

"It was good to see you again." Was all Diana could say, her mother nodded and left the room back to where Superman waited to help her back to the planet. Diana took one last look at her mother leaving and then turned to her sister Donna and smiled. "So...what do you want to see first?"

"Are you kidding?" Donna said looking around the place. "I wouldn't know where to start." Diana laughed and nodded her head to the window and Donna looked out and saw the Earth for the first time in this way. "By Hera." She whispered seeing her world.

"My words exactly when I first saw it...it looks so beautiful from up here doesn't it?" She asked Donna standing next to her. Donna nodded silently captivated by the view. "So...why don't I show you around and you can meet some of my friends."

"Is it true that these men aren't as bad as the ones we used to hear about when we were younger?" She asked. It was always taught that in man's world things were not like there were on the island, how women were treated and some of the things men did.

"Yes and no." Diana told her sister. She herself had seen how some of the things they were told about weren't exactly true, like she one hear there are two sides to every story and the truth is in the middle. "No matter man or woman there are good and evil in both, but my friends are good people."

**-Cafeteria-**

Peter and J'onn were eating in the large cafeteria. J'onn was standing while Peter was sitting on a wall finishing up a drink and J'onn had been telling him about his life on Mars. "Man I wished I had seen the place J'onn, it really sounded like a great place."

"It was." He said remembering the good times of his world. "There was peace and prosperity, art and culture was at its height...it is a shame all that was lost to the invaders." Peter couldn't say anything to that, sure Peter had lost his home in a way but it was still there, for J'onn it was all gone and only he remembered any of it, almost like his people and culture never had existed in the first place. That thought was really making him depressed and he had had enough of that for today. He was about to say something to try and cheer his friend up when the door opened and they both turned to see Diana and what looked like almost a teenaged version of her.

Diana saw them said something to the girl and they walked up to them. "J'onn, Spider-man this is Donna my sister." Both of the boys looked at each other then to Donna.

"Uh...when you say sister..." Peter began seeing the resemblance and the fact all Amazons considered all women 'sisters' he wanted to make sure.

Wonder Woman nodded and smiled. "Yes by biological sister, we have the same mother."

"You never mentioned you had a sister." J'onn said looking at the young woman and he could literally see the resemblance they even had the same eyes.

"Oh really?" Donna said placing her hands on her hips and looking at her sister. "What? Were you ashamed of me?"

"Of course not, it's just that after...after my banishment it was easier not to talk about my life there...I'm sorry about that but it just hurt whenever I thought of home and never seeing it again."

Donna dropped her hands seeing the pain in her sister's eyes. "Oh...okay I can see that now." She said sorrowfully but then perked up. "But look on the bright side, I'm here now." Diana nodded and smiled, she was happy to have her sister back in her life, they already had her quarters right next to hers and she also would need some clothing too. But then the communicator that she and J'onn went off.

"Could all senior members report to the meeting room?" Batman said and then ended.

Diana looked at her sister then at Peter. "Could you show Donna around, while I'm away?"

Peter nodded. "Sure thing Diana." After she and J'onn left he noted that Donna was looking at him strangely. "Uh...yes?"

"How and why are you doing that?" She asked him seeing him stick to the walls. When she first saw him she was wondering if her eyes had been deceiving her but he had been 'sitting' on the wall and he looked comfortable doing it too. When Diana had called him Spider-Man she wondered if he was half spider like the Minotaur was half bull, he did seem to have flesh like a man from what she saw with his mask pulled up but it was hard to tell with the red and blue suit he wore.

Peter laughed a little at her comment. "Well like the name says I have spider powers, so I can pretty much do whatever a spider can, including sticking to walls." He jumped off it and pulled down his mask. "As for why...well...it's just comfortable. So where would you like to see next?"

Peter showed her around the place like the hanger, the gym they had, the medical areas and he answered all the questions she asked, and boy did she ask. Donna was enjoying her time with Spider-Man, he seemed very knowledgeable in many things and explained them to her without her feeling like a child. She wondered if he was a scholar of some kind. When they got to one of the training rooms she looked around unimpressed. "You can train in this room? But there isn't anything here."

Peter smiled under his mask. "Well it's not on yet, you can have someone in the control over there or voice activated it. You want to give it a try?" Donna grinned at him and nodded, he knew that she would, given the whole warrior woman thing the Amazons were known for. "Computer...begin Spider-Man exercise, The Six."

The area shifted with a hologram and they were both in a New York street. "The Six?" Donna asked.

"Yeah." Peter said all the humor left him, he had programmed this and a few others with villains of his world he hadn't shown the others yet but he wanted to give the program a workout before he did that. "Them." He said pointing behind her and she looked at six individuals.

Peter named them as they walked forward. "The bald guy with the lighting design on his shirt is Electro, the guy with brown hair and jungle clothing is Kraven the Hunter, the guy with the small dark glasses and the four metallic arms is Doc Octopus, the guy whose body is partly sand is Sandman, the other guy in the strange orange suit with the strange metallic gauntlets is a replacement they got about a year after they reformed named Shocker."

Then she noticed he stopped at a scary looking person on some kind of flying machine who was wearing some kind of purple cloak and had green skin and a horrid face that sent a chill in her bones. It wasn't a human face either and she remembered the tales of the Gorgons. "And him?"

"The Green Goblin." She could hear the hatred in his voice and Peter had seconds thoughts when he thought about brining him into the simulations...but he had to face this. He had to face the image of the man, no, the monster that took his life away from him.

The battle was set to the lowest level but Donna was surprised by how well these opponents fought, the one named Electro seemed to call upon lighting like Zeus and the Sandman wasn't easy to deal with either, he kept shifting his shape all the time. It wasn't until Spider-Man ripped open a hydrant and water hit him that his body lost it's ability to reform.

Doc Octopus was another matter, her bracelets were able to deflect her metallic arms abut there was so many it was hard to keep up. Meanwhile Spider-Man dodged attacks from Green Goblin who was in the air and ground attacks from the Shocker. He managed to take out Shocker with a strong kick to the chest. She flew out of rang of the arms and couldn't help but admire how he fought. He fought with a speed and grace that any Amazon would be jealous off, but she realized she shouldn't have been distracted when a pumpkin bomb hit her in the back and sent her to the ground.

She heard Spider-Man shout out to her but she couldn't make sense of it until Kraven was on her and had her in a bear hug. He was stronger then a normal human but she was much stronger, she had enough of this and broke free of his grip, in fact when she busted out of his grab the robot's limbs broke off too and the hologram over the Kraven model vanished as the robot fell to the ground deactivated. "So that's what these things are." She said to herself, she was wondering why illusions could hurt you like that but went on with the battle.

After about fifteen minutes they had defeated the rest of them, she had to admit it was quite a workout. She wiped her brow with the sweat that had formed. "That was very invigorating, thank you."

"No problem." He said to her and they walked out back to the cafeteria for a couple of drinks. She was amazed at the cool and sweet flavor of the drink, and then noticed he only pulled his mask up again far enough to drink.

"Why do you not take off the mask?" She was wondering if he was hideous under it or something, although from the tight uniform he wore he looked human, in fact he looked very fit to be honest. Not exactly the classic Greek build she had seen in statutes and carvings but it was attractive nonetheless.

"Secret identity." He told her. "A lot of heroes have them in order to walk around without being noticed and it usually help protect their loved ones from harm so our enemies don't use them against us."

"I see. Dose that work?"

She noticed his mood had darkened a little with the way his body shifted. "It's supposed to...as long as they don't find out who you are but if they do...everyone you care about becomes a target and will get hurt or...killed."

She sensed that this was a painful subject so she changed it by asking him more about himself as a person and about the world and how it was fighting along said her sister. She listened to him talk about something called photography and it sounded interesting to her and when she asked him if he would show her this sometime he said he might be able to think of something. He asked her questions about what it was like growing up on the Island and she told him about the training and games she and Diana would play, those were the happy days in her life and a part of her missed those care free days.

They were so engrossed in talking that they didn't notice Diana walked up to them at their table. She had seen how well they were getting along and smiled, she had hoped that she would start making friends and she was glad to see it was Peter, he was a nice boy and it would do them both good to meet each other. "Sorry it took so late but we had a lot to talk about and we had to wait for Superman to take mother back home."

"It's alright sister, I've been enjoying my company with Spider-Man."

"Same here, you're sister a really nice person, kind of reminds me of you actually." Peter said smiling his mask still pulled up.

"Well then, why don't we get you settle in then Donna?" Wonder Woman turned to her sister. "It's getting late and we need to see what you will need so we can get it tomorrow."

She nodded. "Very well." Donna got up and smiled at Spider-Man. "It was nice meeting you, I hope to speak with you again."

"Oh I'll be around and maybe I can introduce you to a few others people I know here too." He replied. The two Amazon sisters walked away and Donna was still thinking about her day so far. There was so much wonder here and she couldn't wait to see more of the cities, they only saw a little of the place called Metropolis on their quest for Superman, who seemed nice enough, and she was looking forward to the next day.

She was also wondering if she would see Spider-Man tomorrow too, he wasn't like the men she had heard about, the opposite in fact and he intrigued her. He seemed to be both scholar and warrior, a rare mix and he was wonderful company too, a small smile formed on her face as she wondered what he looked like under that mask of his and also if she would ever see his true face.

* * *

**NEXT UP CHAPTER 12: COMFORT**

**AN: Remember that this Spider-Man is from over 2 years in the future of where the comics are at this point and I kind of filled in a few of the possible things that could happen, like the JJ stuff, Scorpion and Shocker.**


	12. Comfort

Winblades: Don't worry there will be some fireworks but I think you'll love how the triangle ends.

Vegabond: Green Goblin is dead, I'm going to show exactly what happened later on, so don't look for him other then the flashback.

Morlin: Yes she does, I didn't know that with Shocker thanks for that, the secret society will show up one day and maybe AMAZO too, just be patient.

Casey: I didn't hear that, will it be the current Wander Girl or Donna though on TT since there was more then one. That and I think this fic will be done long before that happens. Interesting thing with Dr. Destiny and I think you gave me an idea or two with him.

MondoMage: Believe me I know, and I try I honestly do.

Bobby of the Endless: Thanks for that but the link didn't show up.

Metal Dragon1: It's something I heard how he likes them somewhere and I thought it was interesting so I used it.

Hatten: Yeah I've thought of that about Donna too and let's say I got something planned for the future you might not see coming.

Ervin: I don't have anything like that planned, but I do have something else in store that involves that just not saving it.

Erich: Really? Fourth? My mistake then. Actually I got a really good idea (I hope) that you might like when it plays out. Remember that not all the League members are as mechanically inclined to fix complex machines and computers, besides not everyone was available. Comics I think but they never showed it in the series like his fear for fire. Barda is from Apocalypse, like Darkseid. As for Romance, I know I like Peter/MJ too but she's dead, he's got to move on, so just go with it and you'll enjoy it more.

Booyah: Actually I think the Ultimate versions of Venom wasn't that big a deal and Carnage was destroyed.

The Uncanny R-Man: He'll have a heart attack and then some.

mr.myth310: That's interesting, why her? Or do you favor her over Kara?

slickboy444: Well imagine away because I'm going to have fun with her, yeah everyone kept bugging me about the villains so I gave them a taste, and now you'll see by the title of this chapter why it's called that.

WDCain: I'm glad you think I handle Spidey so well in the other stories, as for the MJ thing, you really got to let that go I mean he's got to settle down sometime right? I may to a Darkseid thing later but not like you said, I don't think he has any good left in him and would see him more as a bug to be squashed.

Star Lin: You'll see Peter's thought on Diana's exile later on, I think you may have got the clue, and they'll see his program later too.

SiriusAboutMarauders: Well now you can say to your friend there is, and yeah, pretty much what this chapter is about except for the end maybe.

Thanks to: spyder616, Gyre, Ldypebsaby, Jezrianna, KelseyAlicia, KaliAnn, Actiondude, sma, Janusi, Steph-59, X-Over, Dany le fou, Red Jeanie, Dr. Evans, Wage Shenron, Nighthawk,

* * *

**CHAPTER 12: COMFORT**

She was chasing him, a man in a white lab suit, a scientist. He was scared and he ran but she knew that there was no escaping her. When he was cornered she stood over him, he begged and pleaded with her but she just grinned at him. Then her eyes took on a red glow and he looked wide eyed and terrified and he let out one last scream as she blasted him and he started to burn and she continued until there was nothing left but charged remains.

Kara shoot up in bed with a gasp and sweat coming down her forehead. It was the same dream she had been having for the past few days and it terrified her to no end. She looked at the clock and it said 1:52am. She pulled her knees to her chest; there was no way she was going to get some sleep now. She had to talk to someone, about this. She hadn't told anyone but this was getting too scary, she was getting terrified of going asleep and she had to talk to someone. 'But who? Jonothan and Martha are asleep, Babes would most likely be working late, Clark would talk her ear off and would worry constantly and get all worked up about this'. She did love the big guy but she hated how he treated her like a kid…there was only one other person but she wasn't sure if she should call him.

She looked at the phone beside her bed and bit her lower lip and she knew if anyone would be able to make her feel better and might understand he would. The picked up the phone and dialed his number, she also made a mental note to pay for this call, long distance calls were kind of expensive. She heard it ring and after a few she considered hanging up then she heard the phone pick up. "Hello? And if this is a solicitor you're going to die." Peter said sleepily.

He had just gotten to bed an hour ago and was wondering who was calling him at such an hour.

"I…I'm sorry, I'll call back later…" Kara said and started to put down the phone but stopped when she hear him call out her name.

"Kara?" Peter sat up in his bed with the cordless phone in his hand that he took from the next to him nightstand. "What's wrong?" He knew her well enough that she wouldn't call him just because she wanted too. Sure they talked on the phone, e-mailed and talked to each other on the Watchtower but a call in the middle of the night was never a good thing.

"I don't know…" She nearly whispered to him. "Peter…I…I've been having these dreams…I'm…I'm killing in them…"

Peter was silent for a moment and told her to tell him the dream in detail, after he heard that she had been having the same dream over and over again he could understand why she sounded so shaken up. "Kara listen to me." He said softly to her. "You're not a killer, I've met and fought people that were. You're _not_ that kind of person, I don't know what's going on but if you want some help I'll be there for you. Also there has to be a reason for this…tell you what I'll be up on the Watchtower in two days, I got this thing I have to cover out of town but when I get back we'll figure this out…okay?"

Kara listened to him and felt better knowing he would help her, but she couldn't take this anymore and would have to ask a few others at the Tower to help her, maybe when he gets back he can still help but at least he was there for her. "Thanks Peter, you're…you're a good friend you know that?"

Peter smiled on the other end. "So are you. I'll talk to you in two days okay?"

Kara smiled a little she wanted to talk some more to help ease her mind but this was an expensive call. "Alright, see you later." She heard him say goodnight and she said the same. She put the phone down and tried to get back to sleep, normally it was hard but after hearing Peter's voice she felt a bit better.

**-Two Days Later-**

Kara was still in her Supergirl uniform sitting on a building in Metropolis. She was thinking about everything that had happened in the last two days. She had found help with Green Arrow and this guy named The Question after J'onn found nothing wrong with her telepathically. The Question was a strange one, he had a smooth face with no features but somehow the guy could see, hear and talk. Even without eyes, ears and a mouth. He also wore a blue trench coat and hat and with paranoia that made Batman look normal.

Together they found out that those dreams were from her sharing her mind with someone else named Tea or Powergirl. She turned out to be a clone of her in something called Project Galatea. She still didn't know how they managed to make a clone of her, when Luthor tried it with Superman the only survivor was Bizzaro.

Her clone was perfect. It looked just like her only with much shorter hair. Plus she wore this all white uniform that showed off her legs, gloves and had this circle thing that only seemed to show off her cleavage. Kara guessed it had to be a guy that came up with that look for her. Of course it turned out that the cloning of her was part under the orders of that General Hardcastle guy. When she had been taken into custody when Superman had been brainwashed they had helped themselves to her DNA.

She guessed that after all those years someone must have found a way to make a more stable clone then Luthor but they used her clone to be some kind of super assassin or something. Then she had to fight basically herself…they were at this base when it exploded and she guessed that her clone was killed in the explosion. She talked once more with Professor Hamilton. They had talked to him earlier and he seemed different, in fact he seemed different even since that day Superman was 'turned' and while thinking on things he was the only person Clark and her had trusted the most with all things related to Kryptonian technology and physiology as well. Maybe spending all that time with The Question was starting to rub off on her but she couldn't help but wonder if Hamilton had lied to her. He was supposed to be a friend and now…She wasn't sure if she could trust him anymore.

She liked him too and that made things harder. He had been a nice and close friend but if anyone could figure out how to make a stable clone then he was at the top of the list. She was going to tell Clark her concerns as soon as she could…but at the moment she just felt so betrayed and…violated.

A part of her was taken from her and used to create someone that was used by others for their own agendas. She felt sick to her stomach and was wondering if Peter was back yet. She really needed to talk with him, she remembered the whole Carnage thing he had told her about and figured if anyone knew what it was like to have something like that happen it was him.

She flew up into the sky and headed to New York. It was getting late but she figured if Peter wasn't still up he would be getting back. After an hour of flying she made it to his balcony and opened the French door. She knew he never locked it, how else would he get in and out all the time not to mention it was so high up it wasn't like someone was going to break in. She walked in and closed the door behind her. "Peter? You here?" She looked around but he didn't seem to be in. She hadn't been here since the party they had and the place was still devoid of anything personal, no pictures or little things like posters or personal touches but then again he arrived here with just his suit so she wasn't surprised by that.

'He must still be out.' She thought and decided to wait for him. She went to the living room on the bottom floor and curled up on the couch watching TV. She didn't care what was on or was really watching she was just passing the time. She wasn't sure when but she heard the front door open and saw Peter walk in with a suitcase.

He stopped when he saw her sitting there. "Hey. Not that I mind company but what are you doing here?"

Kara sighed. "Well you know those dreams?" When she saw him nod she went on. "Well…I couldn't wait and I started to look into it…" Peter sat down next to her as she told him about Tea and everything about it. Peter knew what she was feeling from his experience with Dr. Connors and that Carnage creature although he was glad she hadn't gone through what he had and having Tea kill a lot of people and someone close to her, but still.

"I just feel so…so…damn it! I'm the good guy; all I do is help people and what does that jerk General do? He takes a piece of me and clones me…I…I feel so…" Kara was feeling a lot at the moment, anger, and rage but mostly how she was betrayed and used.

"I know." Peter said putting and arm over her should her hugging her, she leaned into his arms and felt a sense of peace in his arms. "I'm sorry I wasn't there for you." He wished he had been she obviously was taking this hard but that was understandable.

"I know you would have been there, but I'm glad you're here now." She said to him. "You've always were a good listener and I feel comfortable around you, plus…you just have this way of making me feel better."

Peter smiled even though her head was on his shoulder and couldn't see it. "Thanks Kara, and let me say you've done the same to me. Remember when we first met and we just talked on that barn?"

She smiled at the memory. "Yeah I do, I don't think I've ever opened up that much before."

"Same here…maybe we just saw something in each other that said we could trust each other."

"Maybe." She told him, she was feeling more relaxed now and all the emotional drain she was going through was starting to make her feel tired.

"Well you're one of my closest friends Kara and let me tell you, I'll always be there for you if you need it…Kara?" He looked down at her and looked more closely and suddenly saw that she was sleeping. He nearly laughed but just smiled and shook his head and gently picked her up. He carried her to the guest room and placed her on the bed. He removed her boots and tucked her under the covers. He was careful not to wake her and gently stroked her golden hair. "Sweet dreams Kara." He whispered and he turned before he could see a small smile, as she got more comfortable in her sleep.

Peter nearly went to bed too but realized he should call the Kents and tell them where Kara was. He picked up the phone and called them. "Hey Martha, it's Peter…Yeah I know where she is, Kara is at my place…yeah well she fell asleep, see something bad happened-no she's fine, well physically at least she just needed to talk to someone. She's in the guest room I figured she needed to get some sleep so I just called to let you guys know where she was."

Peter heard the older woman sigh with relieve. "Peter…how is she really?"

He didn't know what to say. "I think she just realized just how cruel the world could be…but she'll get over it, she's a strong girl."

Martha laughed. "Not to mention spirited. Take care of her Peter and tell her to call us in the morning alright?"

"No problem talk to you later."

**-The Next Morning-**

Kara woke up in a bed she didn't recognize wondering where she was. She pulled off the covers and found she wasn't wearing her boots and got off the bed. She noticed her boots by the bed and slipped them on and walked out the door. She saw she was in Peter's place and realized she must have fallen asleep. She smelled something cooking and floated down to the lower level to the kitchen and saw Peter there. He looked over his shoulder and smiled. "Hey, morning."

"Morning." She smiled sheepishly. "Thanks for last night…and for the room."

Peter laughed. "Not a problem." He placed some pancakes for her to eat remembering how she said she loved that. She smiled hungrily at them and poured some syrup and started to dig in. Ever since she first woke up on this planet there were certain things she loved and the first time she tasted pancakes was one of the greatest things she had ever eaten. Kryptonian food had a tendency to be bland compared to Earth food.

"Oh by the way Kara, I called the Kents last night and Martha said for you to call her."

"Oh crap!" She said with a little bit of food still in her mouth. She swallowed the rest of it and looked for a phone. Peter took a cordless one off the wall. "Thanks!" She told him and then thought of something. "Hey Peter you mind if I shower before I leave I mean I really need to wash up after last night." Peter could still see a few places of dirt from her brawl with Tea.

"Yeah but do you want anything other to wear? I mean your uniform is kind of messed up." He said noticing the creases and a little grudge form battle his own uniforms had known through the years.

"Maybe." She looked down on it. I but I got to get back to Smallville so I guess I'll change there, but thanks."

Peter nodded and went off. "Well I already ate so while you talk and finish up I got to shower myself and get to work." She nodded as she dialed in the number and Peter was thinking about getting a special service for long distance calls if this kept up.

Kara had managed to ease Martha and Jonathon and quickly finished up her breakfast before it got cold. She went to her room and found a towel already there and smiled at Peter's helpfulness. She undressed and wrapped the towel around her torso like only a woman seems to be able to do and opened the far door. She figured this was the bathroom since the closet was on the other side of the room and walked in and gasped before blushing.

It was the bathroom but what Peter forgot to mention was it was a shared one with his room and he had just gotten out of the shower and had a towel around his waist combing his hair in the mirror he saw her in the mirror and spun around. He had forgotten to tell her about that the two rooms shared this but he figured she could either still be eating or talking and hadn't thought she had speed through it all with her speed.

Both teens just started at each other blushing red. Peter couldn't help but notice her figure and her legs while she stared at his upper body and how well defined it was, and the small scars here and there. She snapped out of it first. "I-I I'm _so_ sorry." She said quickly and slammed to door shut.

After a few minutes there was a knock on the door. "Uh…Kara, the bathroom is free and I'm, uh, heading out."

"Sure, thanks." She called out not ready to meet his eyes. She never felt so embarrassed in all her life and she knew she wouldn't be able to look Peter in the eyes for awhile after this episode. She checked the bathroom just in case and walked in seeing it was empty and threw the tower aside and stepped into the shower. 'Oh god I feel like such a moron.' She thought as she felt the warm water hit her skin.

It also dawned on her that the both of them had nearly seen each other naked and the thought was both frightening and yet…she pushed _that_ thought aside. There was no way she was going to think of Peter in that way, he was her closest friend, well male friend Babes had that department covered for her female friends. Then why was it she kept thinking of Peter's bare chest and why was her heart racing when she thought of it?

She decided to try and avoid him for a few days just in case.

**-Across New York-**

In a science lab run by S.T.A.R. Labs was the work place of Dr. Steven Smyth. He was a man who believed he had found a way to prove the quantum theory of other realities existed. He was a man in his mid thirties with glasses and a shaved head, and he also had a goatee. The only other person was a woman of about the same age as him with shoulder length curly blond hair. She was Dr. Debra Steward his research partner and the one who helped him with designing his machine. He knew without her he would never have gotten this working.

To one side of the room was a glass chamber and built around it was a great machine with many parts and controls set up to it by thick cables. "Is everything ready Debra?" He asked over his shoulder at one set of controls.

"Yes, Stephen." The two of them had worked together for over two years on this and they were close in fact they had become closer then just friends after the first year and both agreed that they didn't have any regrets. "Are you sure we're ready for this? I mean the last time we tried a control burst it wasn't too controlled."

He nodded. A few months back they had tried this before and failed in fact they blew out the original device but this new version was better then that one. "We've come a long way since then and I know we can do this." He assured her.

"Alright, I'll be sure to put that on your tombstone." She joked as she started up the machine. They watched as the power levels rose and they calibrated it to adjust for the flow of energy. The chamber started to glow as they tried to actually take matter out of another reality. "Power spike!" She shouted as alarms went off.

They worked furiously at the controls. "Something's wrong! We're getting more mass then we expected! Emergency shut down!" Stephen shouted out and she hit the abort button. As the power was cut the glowed died down and both looked to see if the chamber was breached but were shocked by what they saw.

"Oh God." She whispered. In the chamber was a man. They ran to it and opened it up. Stephen placed his lab coat over him since he was naked and checked to see if he had a pulse but the man groaned. The man had a squared face and short brown hair. When his eyes fluttered open they saw that they looked damaged in some way.

"Did…did we do that to him?" She asked him seeing his eyes.

"I don't know." He said in both excitement and worry. They had just taken a person out of another reality this was amazing, but it also meant he might not live if the transportation was killing him. "Can you hear me? What's your name?"

"My name…" He said weakly. "My…name…is…Octavius…Dr. Otto…Octavius…" He fell unconscious at that point.

Both scientist looked at each other. "We need to get him to the med lab, but what do we say?" She asked him worried.

"Nothing…for now." He said seeing her look. "If word gets out about this one of two things will most likely happen, they'll shut this down or the government would most likely love to get their hands on this. I mean we were just trying to get matter not take someone and maybe even make a damn doorway to another world."

She thought about it. "Alright…for now until we know more, we'll say he was helping us and there was an accident or something but Stephen promise me…if things get out of hand we blow the whistle, we've spent over two years of our lives in this and I don't want to see it taken from us anymore then you, but I don't want to risk our lives or anything else important in this either, promise me that."

"I promise, help me with him." He said as he grabbed his upper body.

* * *

**NEXT UP CHAPTER 13: THE SOCIETY PART 1**

**The Secret Society is back!**


	13. The Society Part 1

Winblades: Yeah, he'll have to rebuild them. And this is the Secret Society from season 2 I think you're confusing that with The Six. Not sure if I would want to do a sequel I don't have one planned.

Jezrianna: Glad you liked that but I wasn't sure if those two power had shown up yet in her yet, but I'll look into that. Yeah he's the only Marvel one.

Ldypebsaby: Oh yeah he remembers and I'll explain about the tentacles later on since they were destroyed a while ago in the comics I came up with something.

Erich: Actually she has been called Babes a few times, Peter won't be going to STAR labs since the base that made Tea was blown up. I'm pretty sure Peter won't tell anyone and Kara would be too embarrassed to say anything to Barbara, and you're right about him not being ready I got something planned soon to deal with that. I assume you mean the entire League and not the main members right? Well trust me there's a reason for Ock and I hop you like what I got planned.

The Uncanny R-Man: I'll keep that in mind for the next chapter for that group and I never saw the episode either but apparently Powergirl in that show was Kara's clone.

slickboy444: Yeah it was wasn't it? Kind of the reason I felt Peter would be able to help her out. That was just too good a scene to pass up for me, and you have no idea how much trouble Doc Ock will cause it will surprise you.

Joseph McKinley: Glad you like those two together, and yeah that's how Peter go to this world and other DC villains will show up.

Malciah: Yeah that will be covered although I think it's self-explanatory with how he got to the DC universe.

Jedi3: Well Cat wasn't done much in the comics but I do have something planned when he meets Catwoman and at first thinks it's Black Cat. Besides in the comics he was closer to MJ anyway and that's why the focus on her.

Star Lin: I may bring in the Question later on. And those two will get over it, eventually.

Comics Girl: Of course she's on the list of love interest, the training will come later and you bet they will be surprised by Doc Ock's violent streak.

X-Over: Interesting ideas, I'll give it some thought. But I'll try and stick with the original members.

SiriusAboutMarauders: Glad you enjoyed that bathroom scene so much. Yeah the mystery is being revealed and the Doc will bring more trouble then anyone will expect.

Casey: Black Friday? I'm not sure what you meant by that. Plus I've been working on other fics and sometimes certain ones get a little behind. Yeah I think the second movie was better I just bought it.

Fallenone: Yeah I saw that Static episode and I heard about that JLU one too.

Thanks to: Spyder616, hatten, Firehedgehog, c-wolf, mr.myth310, Urazz, Morlin, KaliAnn, Nighthawk, Wage Shenron, Actiondude, TJ Thunder, WDCain, Dr. Evans, Crolynx, Son Kenshin, Drkman

* * *

**IMPORNTANT**: I'm **NOT** bringing in any more Marvel characters just spidey and Ock and that's IT. So don't ask me about that any more. I've already stated this and I HATE repeating myself because no one readers Author's Notes or replays.

* * *

**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 13: THE SOCIETY PART 1**

**-Secret Location-**

In an underground base there was a gathering of super villains. At a planning table was the newly reformed Secret Society. At the head of the table was Gorilla Grodd a large dark haired ape from the hidden Ape City. He was their only criminal and outcast who was a super genius by human or ape standards.

There was Giganta a tall beautiful red head in a pink toga with the ability to grow in size. She had been part of the first Society. There was also Killer Frost another original member. She was a pale Goth girl with a blue costume with ice powers, and dark hair spiked down over her face that ended right before her eyes. She was here because she enjoyed killing and knew she would have plenty of opportunity with the Society again.

Another old member was The Shade. A skinny man in black and gray clothing with a black top hat, cane and glasses. His power was to make living shadows that engulfed and blinded others. He wasn't sure about coming back to this since every time he had joined with a team they normally got their butts kicked and was sent back to prison.

Two new members were Livewire. The woman was pale with spiked up light blue hair and skintight black body suit with a lightning bolt cut down the center of the chest on the suit. She had electrical powers and a wild behavior. The other was Deadshot a mercenary with a red and silver body suit, full mask with targeting enhancement over his right eye and weapons on his wrists and belt.

"I'd like to thank you all for coming and for those of you trusting in me enough to try the Society once more." Grodd said to everyone at the table.

"Well I'm still not sure about this. The last time even though we nearly did defeat the League, now in case you haven't noticed ever person in a cape, tights or spandex is now a member." Shade said to him.

"I'll admit that taking on the entire League would be normally impossible." Grodd told him. "But if you can not confront your enemy directly then we must do it indirectly."

"What do you mean by that ape-boy?" Livewire asked him.

He scowled at her but continued on. "I once made a device that enhanced my mind to take over an entire city. But I have a better idea." He activated an image on a screen on the wall next to them. It was of a diagram of a machine. "This is a much more powerful version of that machine and with it I can target selected individuals anywhere on the planet."

"So what?" Deadshot asked him, he didn't really care he was getting paid but he was interesting in knowing what the job was. "You going to take over a country or something?"

"Nothing so cliché." He said to him. "With this I will control every single hero on the face of the planet. With them we can conquer the world and there will literally be no one to stop us."

"Using the heroes to take over the world huh?" Killer Frost asked and then smiled. "Kinky."

"So why do you need us?" Shade asked him. "Why not just build the damn thing already?"

"Because my good man." Grodd said to him leaning forward on the table. "There are certain items I need that I can't get to by myself. So I need your help in not only stealing the devices but also to make sure no one interferes with the thefts."

"So what's first on the list?" Deadshot asked him.

Grodd smiled. "I'm glad you asked."

**-Central City-**

An elderly couple visiting Central City was enjoying their time seeing the sights of Central City. "See I told you this was better then Metropolis." The man said to his wife with a camera.

"I know you were right Harold." She said to him rolling her eyes.

"Yes I mean sure they got Superman, but they also have super villains attacking that city all the time. At least here things are peaceful." The man said adjusting his glasses.

"Oh my, what in the world is that?" His wife pointed over at a building across the street, or where the building had been, it was now covered in a black substance. She got the camera ready taking shots of it as other people started to stare and watch. Then a side of the building seemed to explode out of the darkness sending debris across the street scattering a few of the by standers.

"So Central City is nice and quiet huh?" She snapped at him taking more shots. "If this was quiet we should have gone to Gatham." She snapped more photos as the members of the Society marched out of the darkness.

Giganta was over fourteen feet carrying a large machine over her shoulder the others were creating random destruction. "I hope you got all the cameras Shade." Grodd said over to him. "I'd would not want anyone knowing exactly who was behind all of this, if we want to pull this off we can't have the League or anyone else know that the Society is back and who are new members are."

"Why is that so important?" Shade asked he was still covering the place in darkness until they were out of range of the security cameras.

"Because you must know your enemy in order to defeat them and if they don't know it is us it will give us time, they will find out eventually but the longer they wonder who is responsible the longer it will take for them to track us down and I need all the time I cant get with this."

"Alright, alright I get it." Shade told him.

Livewire saw the couple with the camera. "Hey no pictures folks." She fired out lighting at the two of them and the old lady dropped her camera as they ran. Livewire laughed seeing the old couple run like teenagers.

"Livewire get a move on." Deadshot shouted out to her.

"Man you are such a killjoy." She muttered and walked back to the group as they made their escape with the device.

**-Watch Tower-**

Peter was in his Spider-Man uniform doing some work at the Watch Tower, mainly just a system check and to see if anyone needed a hand. It had been three days since the shower incident with Kara. They had spoken to each other but neither one had really looked into each other's eyes at the moment. Plus whenever he took a shower he kept on getting that image of Kara in a towel and that wasn't something he wanted to think of one of his best friends…wasn't it? He had to admit Kara was attractive-no! He wouldn't think of her like that, he wasn't ready…and…he wasn't sure if she felt the same and if she didn't that wasn't going to be healthy for their relationship. He liked her too much as a friend to ruin what they had…but then why couldn't he get her out of his mind lately?

At the moment he was just hanging out hoping for trouble to take his mind of things at the moment. At the moment there didn't seem much to do, a few teams were out taking care of a few details and Peter was wondering if he should take a few swings around Manhattan instead.

"Spider." He turned to Diana calling over to him, since the original league knew his name and had often called him Peter for most of the time they had known him they now usually referred to as 'Spider' mainly because only a select knew of his real identity and he wasn't comfortable with the entire league knowing about him, there was too many people that could leek his real identity and from past experience he wanted to make sure who he told his real name to.

"Yo what's up Diana?" He turned to face the taller Amazon that looked like she should be modeling with those looks of hers. But if he what he heard from Flash was true then all of the women on that island was like that.

"There was a robbery in Central City and we've been called in." She informed him.

"I take it because we're being called in this wasn't a normal robbery." Peter sated as they walked along the halls together to the hanger.

She nodded her head not surprised, she knew that Peter was smarter then he let on at times and had learned to underestimate him. "It was a government lab but they couldn't tell us who it was."

"Why not?"

"Because the place was shrouded in darkness." She told him and Peter was thinking who or what could have done that. But she already knew. "There is a villain known as The Shade with that kind of ability but the equipment was too heavy for him to live it and it was too organized for just him to have done this."

"So a team operation then." Peter nodded. "So who are you taking?"

"Us." Peter looked to the entrance of the hanger deck to see Donna there along with Flash, Batman and this one guy he knew as Booster Gold. He hadn't meet him yet but the man with the winning smile, golden haired and golden and blue suited man with a star on his chest, had a reputation of being a glory hound from the 25th century. Now normally he wouldn't believe this but hell he was from an alternate dimension and was friends with at least four aliens and an immortal Amazon and a whole lot of other things. He also noticed his little golden robot Skeets. It was a small circular object with a scanner that looked like one big eye.

"Hey guys." Spider-Man said and looked over to Booster Gold who looked like he wasn't pleased with something. "Hey, nice to finally meet you…is something wrong?"

Booster just shrugged. "I was hoping for something more exciting or high profile then a simple theft."

"There's nothing 'simple' about this." Batman said coldly to him. "Whatever was stolen was top secret and most likely dangerous. Trust me, if action is what you want you'll most likely get it."

**-Central City-**

They used one of the Javelins to fly to Central City. Batman and Wonder Woman took the two front seats as Booster and Flash sat next each other and Peter was sitting Donna. He noticed she had been looking at her sister and Batman with a curious expression. "Do my sister and Batman seem…close to you?" She whispered to him.

Peter looked at them and from what Flash had told him he said that Batman and Wonder Woman had something going on, or at least Diana wanted to and Batman either didn't return those feelings or wouldn't let himself feel anything. Peter had watched them closely and he had to admit that in the week he had been watching them he had to admit there did seem to be some chemistry of some kind.

"I'm not sure myself but I have noticed a few things, why? You know Diana better you see anything?" Peter asked her in a hush tone interested in any inside scoop.

She grinned at him. "I'm not sure myself, but I do know I have never seem my sister seem so interested before."

"We're coming in for a landing." Batman said unaware of the conversation going on behind him. They came down in the street next to the building that had been cornered off by soldiers. When they came down the ramp they saw the usual on lookers and reporters by the barricade and a man in an army uniform with captain bars walked forward.

"Am I glad you guys are here, it's a damn mess."

"What was stolen?" Batman asked as they walked to the building with a giant hole in it's side.

"It was a top secret project used for a certain Esper program, but that's all I'm at liberty to say." The Captain informed him.

"Esper?" Flash asked anyone to clarify that for him.

"People with ESP." Spider-Man said to him.

"You know telepathy, clairvoyance, astral projection." Batman continued. "Governments have been experimenting with that since the Cold War." They walked into the science labs and saw where something was ripped out of the floor and cracks that could only be from footprints from some very heavy lifting.

Batman looked around the place kneeling down for clues. "Like we informed you the entire place was covered in darkness and we don't know who took the equipment." The Captain said.

"We already know who one of them were." Diana said.

"And maybe another. There are only a few people that could life something so heavy to leave imprints even partial ones in the ground like this." Batman said studying the cracked floor. "Booster, Spider-Man check outside for anything useful they might have left something behind."

Booster Gold shrugged and Peter nodded and they made their way outside. They looked around the outside of the building but nothing so they moved their way out to the street. Peter saw a few of the people cheering and also Booster Gold playing to the crowd. He was going over and acting like a movie star, it really irritated Peter that someone would use their abilities and status like that. He walked over to him. "What the hell do you think you're doing Booster?"

"Booster? I thought he was the Green Lantern." Someone from the crowd said causing Booster to glare at the direction. Then to Spider-Man. "Hey what's wrong with giving the people what they want? I mean if they want to show their appreciation let them."

"We're not here to play celebrity we got a job to do." Peter said sternly.

"What job? The bad guys are long gone and there's no action to show the world what I can do."

"Is that all that matters to you? Fame?" Peter said angrily and Booster stepped up to him and Peter could see his reflection in the visor he wore.

"Look we all got reasons for doing this, why do you do it if it's not for the glory?"

"Because with great power comes great responsibility." Peter said to him and walked off, he didn't want to say anything else until he calmed down. Out of all the reasons to become a hero Booster had chosen for all the wrong reasons. While looking around he saw scorch marks and looked at them.

He knew they were electrical, battling Electro for years made him an expert in the different kinds of scorch marks and which was electrical or not. He also noticed something in the gutter and noticed it was a camera. The lens was cracked and looked a little beat up but when he picked it up it seemed fine and noticed it was right across from the building.

'I wonder if whoever had this took pictures of the robbery?' Peter wondered. He took it with him back to the others.

**-Watch Tower-**

Peter was in one of the labs that had a photo development room. Batman had said that he should go and developed the film while he stayed behind with Diana to go over the lab again and Flash and Booster went to look up any information on any similar robberies lately.

Donna had also gone with him to help out if necessary and also to see how developing film was done. She was eagerly watching his every move fascinated by the process. Peter was also a little uncomfortable with having her so close but was glad his mask hides it well.

Peter had carefully checked the camera for damaged and saw that the film had been protected and luckily it had a manual rewinder for the film that just barely worked. He took out the film case and saw it dented but not breached so the film should be intact. He got everything ready for the next part since that would be the hardest especially since he wasn't familiar with this place like he was this his set up at his place.

"Alright Donna I need you to turn out the lights for me so I don't miss my place here." Peter said.

"Alright." She said and went to the switched and turned it off. Peter with years of experience easily opened the canister and pulled the film. He treated it to the proper solution in a circular lightproof canister and went to work on it.

Donna waited patiently not sure what he was doing but heard him working. She moved closer to him whishing she would see in the dark and she could smell the chemicals. "Okay Donna I-whoa!" Peter hadn't noticed she had moved closer and when he turned to face in her direction he had taken a step forward and before his spider sense warned him knocked into Donna. They both fell with Peter on top of her.

Donna was on below him and he sure could feel just how thin that clothing of hers was. It really clung to her frame and he gulped trying not to think about her body pressed up against him like that. "S-sorry about that."

"No, the fault is mine. I should have stayed where I was." Donna said although she could feel his body and he was harder then she thought and could feel the muscles more in depth now and she had to admit, it felt nice.

"Uh…I think we should get up now." Peter said.

"Oh right!" Donna said quickly and was glad for the darkness so her blush didn't show. "HEY!"

"Oh God! I'm sorry I didn't mean to, I mean I couldn't see, I mean-oh man." Peter groaned if he had just touched what he thought he thought he touched, and boy did it feel like it, then this was worse then the Kara incident.

Donna although was surprised by that knew he wouldn't try anything like that without her permission or she would rip his offending hand off. She smiled at him in the darkness through imagining the reaction he was having. "In my culture when a male lays a hand on one of us like that without permission we cut off the hand. But I'll let it slid this time." She heard him sigh and nearly giggled at his reaction. "Next time just ask if you want to feel me like that."

Peter didn't know it was possible to choke without something in his mouth until now. He wasn't sure how to take that and he really didn't want to offend her, especially for a woman who could not only tare him apart but had an older sister who would finished off whatever she left untouched.

"Uh…let's get back to work." He said nervously. After some time he was at the point with the red light looking through the negatives he got printed out.

"This is most fascinating, is it hard to use a camera?" Donna asked standing behind him looking at the negatives over his shoulder.

"Not really I could show you if you want."

"That is good, I never was good at painting and capturing the world without a brush appeals to me. How about at your place you show me?" She asked with a grin and she enjoyed how he seemed to tense up, it was quite amusing.

"Uh…"

She frowned. "You don't trust me? Even though you trust my sister because I know she knows who you are but she hasn't told me."

"It's…complicated." Peter told her. "It's not easy for me to show people who I am, the people close to me are always the ones that get hurt."

She could sense the pain in those words and knew that those close to him had gotten hurt. "I can understand…I just hope I can earn your trust one day, you've been very kind and understanding to me and I would like to call you friend if I may?"

"Actually, I'd like that…and I think I will be able to show you who I am…just give me time." Peter said softly and she nodded and smiled. "Hey, look at this." She leaned in and saw strange images of the building they had been at and of people but she couldn't make them out with the strange coloring.

Peter placed the negative on the projector and placed a plank sheet of photo paper and Donna watched in quiet amazement as the image was 'placed' onto the paper. Peter pulled the images and then dipped the paper in the solutions and hanged them to dray. "Well…looks like we got our guys." He said seeing the ones responsible for robbery.

"I'm sure the others will want to see these." Donna said looking at the ones she knew she would face sooner or later in battle.

* * *

**NEXT UP CHAPTER 14: THE SOCIETY PART 2**


	14. The Society Part 2

Winblades: Just keeping people guessing this is like my version of Gwen/MJ or MJ/Black Cat in the main comics universe. Plus you got to admit it's fun to read. Although I don't think I could think of anyone that looked like her as a little sister but that's just me.

Jezrianna: Thanks for that I wasn't sure about those powers and that's why I haven't had something come up that she needed it. Don't worry I know how you feel and I got that planned out in a way you might like. Yes there is a love triangle in the works.

Kaliann: Doc Ock will show up later on I'm brining him back slowly so they won't face another for sometime, don't worry he'll chose one of them, but not yet.

Korrd: READ AUTHOR'S NOTES! I ALREADY EXPLAINED THAT LAST CHAPTER!

slickboy444: Yeah there's a love triangle and I got other plans too.

Casey: Yeah that song did fit for him. I'm in Canada we celebrate Thanksgiving sooner then the states thanks for clarifying that for me.

Pokemonmaster14: I'm glad you like it and the triangle I'm doing. But Peter's a bit young for Diana kind of the reason he's got her younger sister in his love life.

Metal Dragon1: Yeah I wanted two new members for that group, don't worry about that mind control thing though. You'll see Doc Ock later on and what happened to his arms. You also forgot that either one of those girls could turn him into a pretzel too.

Nighthawk: Actually, that group were with other villains with the same idea. I think they had Toyman in that group.

Crankywonderjoe: Thanks and believe me I try and balance out what I want and what the people would like to see. It's not always easy but I try to find a good balance.

WDCain: Don't worry I got it all planned out but it's not going to happen like you think it will.No Booster Gold/Spider-Man deal they're just too different. Maybe he'll met Zartanna later on, Doc Ock will attack in a big way and let me just say this to give you an idea. Justice Lords.

Dr. Evan: No not with her I think two is enough three would be redundant.

X-Over: I'm sure Peter would still be affected and we'll have to see if Booster learns anything.

Thanks to: Gyre, The Uncanny R-Man, Spyder616, MondoMage, Comics Girl, Ldypebsaby, Worker72, X00001, Morlin, Wage Shenron, Erich, Drkman, Steph-59, SiriusAboutMarauders, Big B

* * *

**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 14: THE SOCIETY PART 2**

Everyone gathered together in a meeting room to see what they found. Peter placed the photos on the desk. "Well I was able to get these, I'm not sure who a few of these people are though."

Flash took them and nodded. "Oh yeah that's Grodd, that looks like mostly his old Secret Society only with a few different members." He saw the look Peter was giving him. "Yeah I know lame name but they got a monkey as a leader so go figure." He shrugged at the end then went back. "Let's see…there's that Giganta babe. Killer Frost, man that girl gives me the creeps. There's The Shade, man you'd think he'd learn his lesson by now I mean honestly that guy has been in almost every super villain team and they all get beat."

"Get on with is Flash." Batman said in a slightly annoyed tone.

Flash got back to it. "Okay so the new guys seem to be Livewire, great that girl is just nuts. And finally that mercenary guy, what's his name? You know the one that tried to kill Aquaman."

"Deadshot." Batman told him. "He's a mercenary and trained to kill, remember how hard it was to capture him?"

"Oh yeah…man that guy is going to be fun." He said sarcastically.

"So what did you guys find out?" Diana asked Booster and Flash.

Booster decided to answer for them. "Well it seems that there have been a few other high end items. Skeets, what are the possible machines that could be made from that?" He asked his flying robot companion that he had. This was the thing that the robot was really made for, information. IT had a giant store of knowledge in its database and was suited for this task.

"I have calculated over fifty nine possibilities."

Booster's face fell. "You're kidding? Damn…this might be a little tougher then I thought."

"How about things that a super villain would want?" Batman suggested. "Try to focus on either something that could make lots of damage or control lots of people since that's his M.O."

Skeet took in all the information. "Six possibilities are left. One: Electronic Scrambler, Two: Power Sapping device, Three: Brain Wave Modifier, Four-"

"Wait, go back to number three." Batman interrupted. "That sounds more like Grodd's style."

"Yeah I remember that little helmet thing he made that gave him control over an entire city." Flash nodded. It was also when they defeated him they thought that the helmet had fried his brains yet it turned out he head been faking and escaped from his prison when the guard of those around him were down.

"I also found dirt traces in the facility, analysis shows that they are subterranean in origin so wherever Grodd is he's underground." Batman then thought of something. "Does he have all the equipment needed for that machine?"

"Negative." Skeet replied. "There is at least one more piece of equipment he needs."

"Let me guess." Booster turned to Batman. "We're going to stake out the last place and try to stop them there." Batman nodded. "Well since all the attacks happened at night I'm guessing I better go and get some sleep. I get the feelings it's going to be a long night."

**-That Night-**

Everyone was taking positions on a research lab in LA. This was a more public facility and had no ties to the military so the security wasn't so tight. They were in three teams in strategic places waiting for them to strike. "Man I hate waiting." Flash muttered tabbing his foot impatiently. He was with Booster and he was just as impatient.

"I got two vans coming over on the east side." Batman's voice came over the communication lines. "They both stopped just outside the building…It's them! Everyone go, now."

"Well you heard the man." Flash said grinning and was of in a blur and Booster flew up into the sky.

By the time the heroes arrived the villains were making an exit and soon found themselves facing them. "Oh crap, I knew this was going to happen." Shade muttered to himself.

"You won't get past us so surrender." Wonder Woman commanded them but getting ready for the fight that she knew they would do. She wasn't disappointed as Livewire, Killer Frost and Deadshot attacked first and the heroes scattered.

Peter was doing his best dodging the electrical attacks from Livewire, so was not making it easy for him. 'Great, why do I get the female version of Electro?' He wondered. "You're quick bug-boy but let's see if you can keep it up."

"Why does everyone call me a bug or insect? I mean really?" Peter said out loud.

Meanwhile Giganta had grown to fifty feet and both Donna and Diana were in the air battling the giant redhead. Flash was busy with Killer Frost dodging all of her ice attacks, at one point he slipped then slide right into Giganta's ankle. "Oh man that…" He trailed up as he looked up and his jaw dropped seeing that he had a great view up her toga. "Whoa…I didn't know she wore pink panties."

The giant looked down and glared at him. "What do you think you're doing!"

"Uh oh." Flash quickly got out of the way as she stomped the ground where he had been.

Batman was busy with Deadshot as the mercenary was firing with a couple of hand held weapons at Batman. He moved swiftly dodging the shots and threw out a batarang knocking one of the weapons out of his hand but he kept on the pressure on the Dark Knight.

"Shade I believe we need an escape about now." Grodd said over while carrying a large device over his shoulder.

"I don't think so monkey boy." Booster Gold shouted out flying towards them and then he found himself in darkness and could see where he was going and then he felt himself slamming into a hard object that when the darkness lifted turned out to be a wall. Grodd had sidestepped while he couldn't see.

Spider-Man noticed the growing darkness. "Oh great this is bad." He saw the villains going into the darkness and he fired a spider tracer at one of them, luckily with all the equipment he had access too he was able to update his web shooters with tracers and a tracking device. Then the darkness grew and none of the heroes could see.

"Where are they?" Flash shouted out. "Can anyone see _anything_?"

"Not a damn thing!" Booster shouted out.

Then the darkness was gone and so where the villains. "Great." Muttered Flash. "They got away and how he's most likely got the last piece for what he needs."

"Well they didn't exactly get away." Spider-Man spoke up and they all looked at him. "I placed a tracer on them." He pulled out a small device. "We can follow them in the Javelin."

"Excellent work." Diana told him and Batman nodded. "We better hurry then we don't want to give Grodd the time to finish whatever he's building."

**-Later, Secret Society Underground Base-**

Grodd was making the finishing touches on the machine. "How did they know where we were going to be?" Shade asked everyone there. "I mean just how?"

"Calm down and take a chill pill." Livewire said to him crossing her arms. "Man you're wound up too tight, you need to relax."

"I like to see how well you relax knowing the League is on out asses and will most likely come here soon."

"First off." Grodd said while adjusting the machine. "They can't find this place and secondly I know that eventually they would find out about us, it was only a matter of time, and she's right. This underground cavern isn't listed on any database since I personally erased all reference of it, they never found this place the first time I used it either and soon this machine will be done and you don't have to worry about a thing."

On the streets in front of what looked like an abandoned factory a few miles up were the League members. "Well…this is where the signal cut out." Spider-Man said looking at a small tracking device. "So either they entered a place that's heavily shielded or they found the tracer and crushed it. I really hope it's not the later."

"Well we might as well check it out. " Flash shrugged. "I mean we don't a lot of leads." They opened the front door and they looked around the empty place devoid it seemed of anything.

"Great, why to go Spidey, a dead end and no one has been here in ages." Booster Gold said.

"Not exactly." Batman was on one knee looking over the floor.

"What is it?" Diana asked him looking over his shoulder.

"If no one has been here then why isn't there any dust on the floor." He said and the others looked down and saw that he was right. The floor was a lot more cleaner then the rest of the place. "Look around for something anything that might be out of the ordinary."

The team moved off and spent the next fifteen minutes looking around the place. Donna wasn't sure what might be considered out of place, but she tried to keep an open mind. She was getting frustrated and leaned on a wall and felt something give. She took a step back and noticed a small part of the wall was now depressed and a rumbling sound could be heard.

The center floor opened up revealing an elevator shaft and an elevator raising. Everyone looked at her and she just shrugged. "Lucky I guess?"

"Hey I'm not complaining." Peter said as they gathered in the large elevator and descended down below the ground and came at a huge opening. "Wow, looks like he's ripping you off Batman." Peter said in reference to the Batcave, Wally and Diana who knew of the cave smiled at the joke, Batman was just as impassive as ever.

He moved forward and the other went with them and they found themselves over looking a lower level with a equipment and Grodd working on a large machine with a chair. "Uh oh." Flash said seeing the villain down there. "I don't like the looks of that thing."

"Then let's trash it and the others." Booster said with a grin and flew off ahead of everyone. The others raced up to catch up to him and soon the villains turned around to face the heroes.

Deadshot fired at Diana who deflected the shots with her bracelets. "How did they find us?"

"With my help and a little of yours." Spider-Man said swinging overhead. "I put a tracer on you Mr. Punisher."

"What!?" He looked over himself and Killer Frost was behind him and noticed something and pulled a little red spider looking thing and she showed it to him. "Oh crap."

"Idiot." She muttered and went into the fight taking on Booster Gold. Grodd took the time to start placing himself in the chair and attach a headset to his head. He knew the machine needed to warm up but he hoped the others would hold them off long enough for it to work.

Spider-Man leaped in front of The Shade. "You can't hit what you can't see." He said to him as he used his cane to surround him in darkness. But Peter didn't need to see him, all he did was let his spider-sense tell him where Shade was. He ducked a blow with the cane and punched out sending him flying into a cave wall and he lost his grip on his cane and the darkness faded. He webbed the villain up. "How?"

"I don't need to see in order to hit you." Peter remarked but he didn't notice Livewire and his spider-sense sent off and looked to the side and jumped up dodging an electrical attack. "Oh great you again."

"Well let's just say I'm eager for round two." She laughed at fired more electrical attacks at the roof of the cave where he was hanging onto and as the roof gave way he fell and debris fell on top of him. He groaned pushing the rocks off of him. Donna saw him take the fall and Livewire charging another attackso she flew in front on him just in time to take the hit to her side.

Peter saw her take the shot and heard her scream out in pain and fall to her knees but not out. There was a hole in her costume where the bolt had hit her and a nasty scorch mark on her skin too. She slowly stood up and glared at the pale woman. "Wow, I guess Wonder Woman light here can take it." She grinned at the younger woman. "Let's see how much she can really take it." She fired again and this time Donna used her magical bracelets. They took the blunt of the attack but her arms went a little numb from the energy.

Peter took this as a distraction and fired his webbing into the woman's face. Livewire tried to pull free the webbing but Donna saw this as her chance and ran forward and punched with her might and sent Livewire flying really hard into some of the equipment. The electric woman didn't get up after that, being out cold from the punch. Peter looked at her. "Nice right hook. You okay."

"Yes." She nodded. "You?"

"Fine thanks to you."

They looked to see how the others had done. So far Flash and Wonder Woman had teamed up against Giginta. Diana had given Flash one end of her lasso and together they had managed to tie the giant redheaded woman up with her unbreakable lasso.

Booster Gold had managed to defeat Killer Frost although he looked a little warn out and his suit had ice on a few parts. Batman had disarmed Deadshot and the red and silver glad mercenary was out cold on the cold cave floor.

Grodd had watched his team be defeated but it mattered little in a few seconds he would have enough power to control them and soon after the entire League. He grinned as he could feel the machine powering his brain further then it had ever been done before and he started to feel the minds of everyone in the cave.

Batman saw that the machine was powering up into it's final stages and he pulled out a special batarang and threw it at the machine. It imbedded itself into the machine and a red light started flashing and a huge electrical charge. It overloaded the machine and Grodd saw what was happening and tried to unhook himself from the machine but it was too late and the machine electrocuted him and he cried out. Luckily it only lasted a few seconds but after it was done Grodd sat there staring into space.

**-Later-**

After the battle and the criminals were sent to the police and Grodd to a hospital although it seemed he was in a coma like state, but then again he had heard that last time this had happened he had been faking so it was hard to tell if he really was like that or how permanent it was.

Peter had been thinking on something. During the fight Donna had nearly gotten herself killed protecting him and here he was not ready to trust Diana's own sister. She trusted Diana and the rest of his friends so why not her? It was nagging him and he knew that she felt a little hurt that he didn't trust her he had seen that before.

'What am I afraid of really?' He asked himself. He had to admit that his life in this world was different then his other one. Things were different here; in fact he was different also. Here he had people he could talk to about his life, he considered Kara a very close if not best friend and he related to many of the heroes in some form or another. So why didn't he tell her?

It was then he realized that he was scared. Everyone close to him had been killed and he fell into old habits with keeping to himself when in his old life when he tried that only felt alone and isolated from the world. He didn't feel that as much now with so many people in on his identity as Spider-Man and to tell the truth it was nice having the others in his life so he didn't have to constantly lie to them all the time.

He found himself going to the medical station where he saw Diana fussing over Donna and he had to smile just watching the two sisters talk and argue. Mainly Donna saying that Diana was babying her and Diana saying she was just concerned. Donna saw Spider-Man and saw a chance to escape. "Spider, hey. Please can you walk me to my room please?" Peter say the pleading look in her eyes and Donna gesture with her eyes Diana behind her.

"Uh…sure."

"Thank you." She mouthed to him and walked out of the door Peter turned to Diana.

"Don't worry I'll look after her." Diana sighed and nodded, she trusted Peter to look after her. Peter caught up with Donna who still had bandage on her side. "How are you doing?"

She shrugged. "Amazon's heal really fast, I should be fine in a hour."

"Well that's good."

"You think we can get out of here?" She asked him with a pleading look. "I need to get away from Diana, I love her don't get me wrong but sometimes she can be overprotective." She sighed remember how as kids she always tried to 'protect' her some times. "But I guess you might know what that's like."

"Not really, I was an only child." He admitted.

"Oh sorry…I didn't know."

Peter nodded. "Hey if you want to get out of here I know a nice place to relax."

Her eyes lit up. "Really? Great, lead on." She wasn't sure what he had in mind but she was glad to go somewhere. When they ended up at the teleporter she wasn't sure where they were going now. She saw him type something in and she stepped onto the pad with him. The next moment they were in a small room with an identical pad.

He opened a sliding door and walked out, she followed and found herself in an apartment. "Where are we?"

"My place." Her eyes widened as she looked at him and he was taking off the mask. She was wondering if he was part spider of something but was pleasantly surprised to see the face of a handsome young man with brown hair and eyes. "Hi." He said putting out his hand for a handshake. "I'm Peter Parker."

She smiled and shook his hand. "It's nice to finally meet you Peter. So…why the change of heart?"

He scratched the back of his head. "Well…I figured after what you did and the fact that I'm trying to get out of a little habit of keeping to myself and all plus I trust your sister and not trusting you just seemed a little cruel to me."

"Well whatever the reasons I'm glad you trusted me. I look forward to meeting the real you."

Peter nodded. "I'd like that. You want something to drink?" He asked as he made his way to the kitchen. The spent the next few hours on the couch talking about their lives she was of course surprised by his story and she told him about growing up on the island.

They both had a nice time and when Donna left for the night to go back to her place she said one final goodbye to Peter. "I'm glad we got to know each other better Peter. I hope we can become close friends."

"I'd like that." Peter admitted and to his surprise Donna kissed him on the cheek as she left in the teleporter. Peter blushed a bit and wondered just how close she wanted to get or if it he was reading too much into it.

He shrugged it off and decided to think on it in the morning, it was late and he had to go to work tomorrow.

**-STAR Labs, New York-**

Octavius was in the bed he had been sitting in for the last few days. He spent the most of the first day unconscious the effects of the shift had been great on his system but when he came too and found out that he was in fact in another world delighted him. He asked about things like SHIELD, The Ultimates and other things. There were heroes on this world, like on his own but none he knew of.

He had a clean slate here and he told the two scientists what they only needed to know. Maybe here he could start over without anyone knowing about his real past. He had been sitting in that prison cell again. He had escaped a few times over the years but he was always caught and returned. It was the same thing, he escaped, remake his harness and tentacles, Spider-Man would interfere and then he would go back to prison and Fury would destroy his precious tentacles and it would all start again.

He had just been sitting in his cell when he had been taken from his reality. So far the two scientists were pleasant enough and their work was very intriguing and he wanted to learn more about this and possibly help them out. Although he said it was to help him get back to his world, but the truth being that he was just repaying them for getting him out of that prison.

He saw a pile of newspapers as he was trying to figure out this world when he picked up a paper The Journal and he froze seeing the font page. "No…not him…it can't be him…" He whispered to himself. On the front page was his nemesis Spider-Man. "PARKER!?" It was impossible. He had heard that Spider-Man was missing and presumed dead. They found Norman's body and the Parker house was bombed all occupants were killed and he had rejoiced that Norman must have done away with Parker. But here was a Spider-Man but was it Parker? He had to know he had to find out. If it was somehow him then he could never have a life here.

Maybe he could use the device again to another world? It would be nice for a back-up plan but he had to be careful. If it was Parker, and given his luck it had to be, then he had to stay out of the public eye and hide. He adjusted the dark shades he was wearing since his first accident that altered his mind and allowed him to link with his arms also made his eyes light sensitive.

He would have to plan. But a thought entered his mind. If he could get the device working properly then maybe before he left he could get the revenge he wanted. The only thing that he regretted when he learned of Parker's demise was that he hadn't been the cause of it. Now maybe he could get his chance but he needed to be careful.

He had made too many mistakes and he needed to study him and learn what he could.

* * *

**NEXT UP CHAPTER 15: LETTING GO**


	15. Letting Go

slickboy444: Their first encounter is far off but it will be something I can promise you that.

Casey: Yeah we celebrate Thanksgiving on October 10. Doc Ock will be in the background for a while and you'll see for sure who is in the love triangle in this chapter.

Eric: He wouldn't have had time to make the webbing. Sorry but Aquamaria is human at this point. Yeah there will be Kara/Donna tension later on. You're WAY off with the next chapter, that will never happen and yes things will get very nasty.

morring star: Doc Ock will not be a good guy, he can't have a new start this is Doc Ock from the Ultimate comics, and if you never read that then you should know that he's a multiple murderer, Doc Ock has killed a LOT of people, there's no way Peter would let him run free. Besides he's a nut job too.

Crolynx: Trust me I know and you'll love the plan he comes up with.

Big B: Oh it's farther then that when they'll meet I'm dragging this out. Doc Ock won't be alone either when he and Spider-Man meet.

Stoneman85: The new arms will look mainly like the ones in Ultimate comics mainly because they're more versatile.

Nighthawk: I know you are, but I wanted to give Peter a little choice, don't worry about the outcome.

X-Over: Their fight is a long way off and it will be a major battle don't worry about it.

Son Kenshin: Basically yes he is but he won't do anything directly for awhile. You're not the only one to want Peter to end up with Kara.

Sam: (Forgive me the other name was too long) I know, I know, I try but no one can live up to my expectations as my Beta, I'm still looking though. I'll try to keep that in mind but sometimes I get a little carried away.

Thanks to: Pokemonmaster14, Dr. Evan, malciah, Aaron, X0001, Gyre, KaliAnn, The Uncanny R-Man, c-wolf, ldypebsaby, sma, SiriusAboutMarauders, Jezrianna, Morlin

* * *

**AN:** Just remember even if Doc Ock wanted a clean slate actually doing it would be impossible for him. He's a multiple murderer, he's killed a LOT of people without remorse and you'll see that in play later on.

* * *

**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 15: LETTING GO**

Peter was getting out of the shower, he only had on a pair of jeans and was toweling himself off, and he was getting the last of the wetness out of his hair so he didn't notice that when he entered his bedroom he wasn't alone. "Just as ripped as I last saw you." Peter jumped at the sound and looked to see Kara on his bed. She was in there in her Supergirl uniform laying on his bed.

K-Kara?! What are you doing here?" He was too shocked by her presence to remember that he only had on his jeans.

She grinned at him and crawled over to him on all fours in a way that Peter couldn't help but notice the hungry look in her eyes. A look he hadn't seen in a long time but one he recognize all to well. He backed up a little as she got off the bed and stepped up to him smiling. She was right up against his chest and was wondering what was going on. "You know…I've been thinking about that day in the bathroom." She said in a husky tone.

Peter swallowed hard at that. "Uh, yeah? And uh what-what exactly have you been thinking about?" He asked her nervously.

She leaned in closed and whispered into his ear as she placed her hands on his chest. "That I liked what I saw." Peter blushed a deep red then to his surprise Kara kissed him. Peter didn't know what was going on or _why_ he was kissing her back, but he was and he was enjoying it. Kara led him back to the bed and pushed him down on it.

"Kara what?"

She kissed him deeply. "I want you Peter and I know you want me." She said to him straddling him and she pulled her white top off revealing a white bra holding her impressive breast. She was about to continue when they were interrupted.

"I thought so!" Peter turned to the balcony and in the open French doors was Donna also in uniform. "I knew you wanted him!" She snarled at Kara.

"Hey I've known him longer and seen him practically naked." Kara said sternly her eyes closing a bit at the dark haired girl.

"So?" Donna said her hands on he hips. "At least with me he copped a feel." Kara looked to Peter with a startled look and he only shrugged, not sure of what he would say wouldn't only make things worse. Donna walked up to them and Kara got off Peter.

Peter raised himself on his elbows and saw the two women staring at each other with a none to pleasant look on their faces. He wanted to saw something but he couldn't figure out what to say, what _do_ you say in a situation like this? "So what do you want here anyway?" Kara said coldly.

"The same as you, him." Donna said nodding her head towards him. Now Peter was considering how to fix this place after these two wrecked the place. Then Donna smiled. "You know…there is enough of him to go around. What do you think?"

Kara suddenly smiled and to Peter's amazement Kara leaned in and actually kissed Donna. And Donna responded and Peter caught her grabbing Kara's ass. Peter's jaw nearly dislodged itself from dropping so fast. Then he saw the two girls pull away and both turned their attention to him and grinned.

"Oh man…" Now Peter knew that if Superman or Diana or both knew what was happening they would most likely be very, very pissed. And since he wasn't faster then a speeding bullet or as strong as either of them he was a dead man. 'But what a way to go.'

Donna unzipped the front of the costume down to her stomach and he could see her cleavage and that she wore no bra. Both girls were now on either side of him running their hands over his body and first Kara kissed him then Donna. Okay so he was experiencing every man's fantasy at the moment but some part of him kept telling him that these were his friends and this was wrong.

Too bad the lower part of him was overriding that. He ran his hands along their bodies and felt Donna necking him while Kara was kissing him over his chest.

BZZZZZZZZZZZZ

Peter woke up to find himself in his bed, his heart pounding and sweating all over. He looked down and saw that he was still in his sleep ware, mainly just a T-shirt and sweatpants. He fell back onto the bed. "What…the hell was _that_?" He said to himself.

After slamming his hand onto the snooze button of the alarm he placed a hand on his forehead and calmed down as he felt his heart slow down. "Okay…so you had a dream that's it, not the first time." He did have to admit that he had dreams like that before. Of course mainly they were of MJ. Okay there were the few of Gwen and Black Cat and various ones with at least two of those three and the rare one with all three but it was nothing to get excited over, it was just a dream…right?

Peter just sighed and decided to get up and take a shower. After noticing a certain bulge he figured he would make that a cold shower. That is a very long and very cold shower.

While going to work at the Journal he was still lost in thought about that dream and what it mean. Was he attracted to Kara and Donna? Well of course physically that was a no-brainer but what about romantically? "Hey Peter," He turned to see Betty at her desk. She looked at him curiously. "What's up?"

"Oh nothing."

She took off her glasses and gave Peter a serious look at him. "Peter, come on. I mean you're this really nice guy but you don't open up around here. You're this mysterious employee and even though a few of the younger women in the secretary pool and accounting find that and I quote 'damn sexy' you can talk to me."

Peter sighed. "I'm just getting over something…did they really say that?"

Betty laughed a bit. "Hey it's only a few of them don't go thinkin' you're all that mister." Then she got a more serious look on her face. "So come on, talk to me. I mean is it a family thing?"

"Yes, no, I mean…" Peter sat down on the chair across from her desk and took a moment. He liked Betty and he had to admit he needed to make friends outside of his Spider-Man life, plus it would come out eventually. "You see…a few months back there was a fire at my home," Technically true there was a fire but omitted that it was created by a bomb. "I lost my last living relative my Aunt, my friend…and my girlfriend in it while I was out."

Betty placed a hand over her mouth. "Oh Peter…I'm so sorry. You mean you got no other family? What about your parents?"

"My parent died in a plane crash when I was a kid and I lived with my Aunt and Uncle my only living relatives. My uncle…he died three years ago from being shot."

Betty just sat there stunned. She knew that this city was dangerous at times but to lose all those people in your life. She noticed that at times he got this sad look on his face but he seemed so happy most of the time. She was wondering just how much was the real Peter that she saw around work.

"I know what it's like." She told him and Peter looked up at her with sad eyes. "I lost my dad two years ago. He was ran down by a drunk driver, by the time the ambulance was there…it was too late." Betty looked at a photo she kept on her desk of her, her mom, little sister and her dad.

"I'm sorry." Peter said now his turn to say that.

She smiled a little. "Thanks, you know what really hurt? I never got to say goodbye, I mean the last time I saw him was just…I mean if I had known it was going to be the last time…"

"You would have made the moment last." Peter finished and Betty nodded. "Yeah…I wish I had a chance to say goodbye too."

"You know what I do?" She asked him. "It's silly really…but I write him a letter now, just to get it out you know? I was something he told me as a kid. You write a letter and then burn it so who ever you were writing to gets it in the next life. I know it sounds strange but…it makes me feel better."

Peter smiled at her. "I don't think that's strange." Betty smiled back a little and nodded.

**-Watchtower-**

Peter, now as Spider-Man, was getting back from a small mission with Flash, Superman and a few other of Earth's heroes. It was just a basic thing; mainly this guy called the Weather Wizard of all things was making a blizzard in Florida. The guy wasn't that hard but what really was kind of annoying was that Flash found this comic that Kara showed him once.

It was called the Human Spider, which was one of the dumbest names he ever heard of; basically it was a hero with spider powers that fired web blasts and stuff. Apparently it was kind of popular and when he looked into it the comic had grown even more popular especially in New York since he showed up. But since Flash found it he bugged him the entire time and made jokes about him and the comic too.

Yeah that's just what he needed, to be compared to a comic book character. He'd had to think of a way to get Flash back for that.

Mainly however he was thinking on things and needed to talk with someone, a particular someone that is. He looked around the place and finally found him. "Hey J'onn," He said walking to the Martian who was talking to John Stewart. "Can I talk to you when you got a minute?"

"Hey you can talk now we're done." John told him. "Besides I'm trying to find something for me and Shayera to go out tonight."

"Big date?" Peter asked him.

John only grinned. "With her it's always an interesting night out." Peter looked to J'onn who only shrugged. Green Lantern never really did tell the others how he and Hawkgirl spend their dates or how they spent last Christmas either. Although he had to admit that bar they kept going to was growing on him, plus he finally found a drink that he could actually drink and not get sick from.

While John left, J'onn turned to Peter. "What can I do for you?"

"Well…here's the thing…how long did you mourn your family? I mean I still feel the pain from losing them, and I know I'll never get over it but…how do you know when to move on? I don't want to make it seem like I'm forgetting them."

J'onn nodded in understanding. "You don't want to betray their memory." Peter only nodded. "It is a hard thing to let go, it took me a long time but eventually I accepted it and moved on. It takes a different amount for each person, but I still keep the memory of my family alive in my heart."

Peter leaned back against the wall. "Yeah…I'm just…I feel better then when I first got here, then again I had nowhere to go but up. A part of me wants to move on, but then there's another part that doesn't want to let go either, it would be…it would be just…" Peter tried to put it into words but it wasn't easy.

J'onn knew all to well though. "It would finally be admitting that they were gone and there's nothing you can do to bring them back."

Peter was silent and just started at the floor. J'onn pegged it alright, when he had access to the computers his first week he spent a lot of that time between learning about this world, and trying to see if anyone that he knew existed in this world. He wanted to have _something _from his old life here so badly he spent hours just looking through information.

Eventually he gave up and he realized that there was a part of him that hoped that one day walking down the streets in New York that he would meet the double of someone from his world in this one. But he knew that was just a part of him that refused to let go.

"Thanks man…I…I need to think on things."

"Of course." J'onn said nodding. "And if you ever need to talk again."

"I know who to come to, thanks."

**-Peter's Apartment-**

It was late and Peter was trying to think on things. He was wondering about that dream with MJ telling him that he needed to let go. He didn't want to, there was a part that would always wish that they were all still here with him but he needed to face reality.

He decided to try what Betty told him. He got out some paper and went to the balcony. He bought one of those small circular barbeques last week since he wanted to have the chance for it some times. There was a small table and with his pen started to write. He wasn't sure who to do first so he just went with his feelings.

_Dear Aunt May,_

_I wish I could tell you how sorry I am for worrying you…and I know if it wasn't for me you would be alive. It seems that in my 'last life' as I call it everyone close to me died and/or was harmed. I never wanted it to be you. You raised me like a son and I love you for it. You and Ben were the best and raised me well._

_I wish I had told you how much you meant to me before…before you died. I wish I had told you that I was Spider-Man. I know you worried a lot about me and that I lied to you so many times. You have no idea how hard it was to lie to you for so long. You deserved to know the truth, but I was scared. I didn't know how you would handle it or my shame of being responsible for Uncle Ben's death._

_I wanted to tell you so much so many times. But I was scared. I hope you can forgive me._

_I love you like the mother I never got to know._

Peter wipe away the tears on his face but kept on going. He pulled out another separate piece of paper.

_Dear Harry,_

_I wish there was something I could say to you. Your father killed your mother, went nuts and then killed a lot of people. He killed May, MJ…and you. You were my best friend and I tried my best to help you. I called you over to my house to finally get you to admit that your father was the Green Goblin, to finally get you to listen and to get you away from your father._

_I wanted to save you…another failure on my part. You have no idea how much I'm sorry, I tried my best to be your best friend…and I failed you._

_Dear Gwen,_

_I know this is a little late, but I figure I needed to say this to you. I know you died over two years ago but I still feel responsible and I always will. You lost your father a pain I know all too well and we took you in. You were my friend one of my closest friends ever. _

_No…you were more then that. While living with us…you were family Gwen. You were like the sister I never had. (Or wanted, just kidding) It was great having you around and when you found out about me being Spider-Man and that you were cool with it. (After you put a gun to me of course) When you, me and MJ were together as close friends, that was one of the greatest times in my life. It was great having you in my life and I miss you all the time. I still find myself thinking 'Gwen would have loved this' or 'Gwen would know what to say to that'. You were original and I'll never forget you._

_I'm so sorry you got killed by that thing…I should never have let Connors talk me into that experimentation. I never forgave him for making that monster from me. I don't know what became of him but I just don't care._

_I miss you and I love you like a sister. I hope you're at least at peace with your dad._

Peter had to stop at this point. This was more emotional then he thought but he couldn't stop now.

_Dear Uncle Ben,_

_I wish to God that I had stopped that man, I wish it almost all the time, not a week goes by that I don't think about it. You told me that with great power comes great responsibility, I just wish you didn't have to die in order for me to get that._

_But I do now. And I've tried Ben, I've tried so much. It hasn't been easy and I wish you were still with me, you always knew what to say and I looked up to you so much. People call me a hero, but to me YOU were my hero. You taught me right from wrong and what it really means to be a hero. I am the man I am today because of you and May._

_I owe you two more then anyone. _

_To me, you were the father I never had. I love you and I hope to keep your teaching alive in me._

Peter only had one last letter to write. His hand shook a bit with the pen in his hand and he closed his eyes. He took a few breaths and then began to write.

_Dear MJ,_

_What can I say to you? You were the love of my life. You were my best friend, my love, my life, and my soul. When I lost you I felt like dying. Later I wanted to die, to end the pain and to see you again. I loved you so much I was willing to give up on life to see you again._

_I still remember that day you ran away and when I found you and held you, you asked me to run away and marry you. I whish I had, I would have married you Mary Jane. I wanted to live my life with you. You gave me strength to go on, I know it was hard on you to stand by me seeing me get hurt and scared that one day I would die._

_But you were there for me. You loved me and I loved you more then I thought was possible. I don't know if I can ever find someone to make me feel like I feel about you, and to be honest a part of me doesn't want to. You will always live in my heart and I will always love you MJ._

_-Love Peter._

Peter placed the pen down and covered his face with his hands. He felt the tears and his shoulders started to shake form silent sobs. He managed to pull himself together and placed the letter in the grill. He got a lighter and set them on fire. He watched the letter burn and there was a small part of him that felt better, having said goodbye to them in a way.

That night Peter had another dream but this was a lot more different then the other one.

He was back home. The house was just like he remembered it and he heard voiced from the kitchen. He slowly walked in there and felt like having a heart attack. There sitting at the table talking and having a great time was his Aunt and Uncle, Gwen, Harry and MJ.

"Hey look who showed up." Gwen said looking exactly like she did before she died. She wasn't the dried up gray husk that she had died at but her normal full of life being. Still in that black tank top and loose jeans.

"Sit down Peter and come and join us." Ben said with a smile that Peter hadn't seen in so long that it warmed his heart. Peter smiled and sat down at the table.

"This is a dream isn't it?" Peter said a little sad, they all nodded and Peter's heart fell.

"Hey man, we just wanted to say thanks for the letters," Harry said from across the table. "They really meant a lot and I know you tried Peter. It wasn't your fault blame my father, may he burn in Hell." Harry said darkly.

That caught Peter off guard a little since Harry had loved his dad. Harry noticed this and shrugged. "Hey death changes you."

Gwen hugged Peter then. "And just so you know living with you and May was the best time of my life. It was great being part of a family and thank you for making me apart of it 'brother'." She said smiling with misty eyes.

"Thanks Gwen and I know this is a dream…but it's great seeing you again." Peter told her and she smiled and messed with his hair.

"Peter." This was May talking and Peter wasn't sure what to think what she would want. "I can understand why you never told me, and I don't blame you for Ben. But I still wish you told me."

Peter looked down at that. "I'm sorry Aunt May, I really am."

"Well I forgive you then Peter." Peter looked up and smiled a little.

MJ stood next to him and kissed him lightly on the cheek. "Just for your information, I would have loved to have been your wife." Peter took her hand and squeezed it gently and she returned it.

"Now Peter," This was Ben a voice he hadn't heard for years and was glad to hear it again even if it was a dream. "Let me say this…you've made me proud of you. I know the road you chose isn't easy and it tests you more then anyone should be tested, especially at your age, I know you fell a few times along the way. But you pulled yourself up and kept on going and I've never been so proud of the strong and courageous man you've become."

"I don't consider you fighting all the evil in the world courageous, it's when most people would have given up yet you keep coming back stronger then ever you keep using that inner strength of yours to keep on going. You've made me proud of you."

Peter smiled and felt the tears fall. "Thanks Uncle Ben."

Ben smiled and nodded. "Now I know you miss us and we wish we could still be there for you but you have a new life now son, you've got to live it."

"You have new friends and a new family there to help you." May said pointing behind Peter. When he turned around and saw there his new friends. He saw Clark with an arm around Louis. Batman there and next to him was Diana and Donna. On the other side was Kara in the same clothing when he first met her and Wally with that playful smile on his face. He saw J'onn in the back, as was Hawkgirl without her mask and John Steward with her.

"You got some weird friends there Peter," Gwen said to him but she smiled. "But you fit right in with them."

"And don't be afraid to let your feelings grow Peter." MJ said to him.

"You may have a new 'family' Peter but know this," Ben said to him. "We will always be with you, you will never truly be without us as long as you keep us in your heart."

The next thing Peter knew he was awake. He looked and saw it was still early but he didn't feel like sleeping. The sun wasn't out but he wasn't tired, he felt rested for the first time in a long time. He went to the kitchen and made some coffee and went back to his room with the cup.

When he returned he saw a glow on the horizon and figured it was the sun. He opened the French doors and it was a little cold out but he sat down with his coffee and he just watched the sun rise. He had to admit it was beautiful and for the first time he felt at peace for the moment.

He felt a weight had been lifted slightly off his heart. The pain was still there but it was more of a dull ache and he actually felt better about his life and himself. He jus sat there watching the sun come out. It was the dawn of a new day and for Peter it was the dawn of a new day for him too. The first day he felt he could truly live his life here and that this was finally becoming home to him.

He took a few sips of his coffee and just sat there feeling content since he got here. He didn't know how long this moment of serenity would last but he wanted to enjoy the moment.

He wanted to enjoy his life at this moment, and he did with a true smile on his face as a cold wind caressed his face slightly.

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**NEXT UP CHAPTER 16: GROWING FEELINGS**


	16. Growing feelings

Slickboy444: Yeah I really tried to give it a more emotional ending there.

Proponent of EVO: Wow thanks, but it will end sometime. Maybe I'll do a sequel or something but let's wait and see how this turns out.

Andrewjameswilliams: It will be sometime before Doc Ock is known to be there.

Ldypebsaby: I got the idea for the letters from a show called Jeremiah

KaliAnn: A little soon for marriage don't you think? He won't choose but he will start to consider a new relationship.

J: I DO try, but it's NOT easy for me, and I can't find a good Beta so you'll either have to live with it or stop reading, personally just go with it.

Erich: The first scene was a little of both actually. Yeah he'll thank Betty later for that, and of course he'll regret that when he finds out about Doc Ock.

Morlin: Who are the science people in the League? I could use some names.

spontaneousxhumanxcombustion: First off you really need to get a shorter name, secondly thanks I really wanted to have Peter feel a bit better about himself now. He needed to start moving on and I felt the time was right.

Spyder616: Guilty as charged :). Peter won't make his decision for a few more chapters.

Big B: Thanks, I try to keep to the core of characters to the best of my abilities.

Malciah: Only almost? Damn, go to try harder next time. I don't know I just look deep inside and pull it out.

WDCain: Really? Maybe I'm just more used to that word, to me that's not too bad a word to say. The letter thing came from a show called Jeremiah. I didn't do the Harry thing because I didn't know about it the last issue I saw was when Gwen died and nothing after that, there's no comic shop in my town anymore so I miss a lot.

Casey: Sorry about the first dream but it was the only way for Peter to notice he was thinking more of them as friends. The letter idea I got from a show called Jeremiah

Stoneman85: I'll consider those idea, Luthor will show up later but I had a different way for him to be used in this story.

Silver Warrior: That dream was up for interpretation so whatever you felt was right is well…right. I only a little myself about it but I try and keep everyone on the same page. Thanks for all those reviews too.

Nighthawk: Yeah I know, but believe me I could have gone more but I felt I had the right balance for it.

Thanks to: Son Kenshin, Pokemonmaster14, X0001, Jezrianna, Emerald Knight1, Two Towers, Mightierdandasword, Winblades, mr.myth310, Drkman, X-Over, oneredneckgoddess, SiriusAboutMarauders, AnT, crankywonderjoe

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**AN: Sorry about the wait people I needed to focus on finishing up two other stories to get more free time and sometimes I'm not able to update as fast as I can so please be patient, plus there was a death in the family.

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**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 16: GROWING FEELINGS**

Donna was picking through a meal lost in thought. So far she was gotten used to a lot of the differences in this world thanks to her sister and a few of the others. She had to admit she liked Hawkgirl no matter her mistake with her people but then again Diana was in exile for breaking their laws anyway and that wasn't fair either, things were certainly more complicated now, it all seemed to simple a few years ago but she had to admit that even though things were more complicated there were more wondrous too.

But she was also thinking about a certain wall crawler. Sure she liked him but was she just infatuated with him or was it more? She had to admit that she found him fascinating also. Plus she had a friendship with him now and didn't know if she advanced on him that she might ruin it. She sighed deeply poking some food that she normally liked but now wasn't that interested in it.

"Trouble?" Donna was startled and looked up to see her sister sit down across from her at the small table away from the other heroes there.

"I'm having trouble with this whole concept of relationships with men." Donna admitted placing the fork down.

Diana sighed too. "I know what you mean."

Donna smirked a bit before she guessed. "Batman right?"

Diana winced a bit. "Am I that obvious?" Sure lately she had growing feelings towards Bruce, in fact she also respected him, his skills and abilities and how he held his own in battle without powers like the others. She had tried talking to Bruce but he was his stubborn self about his no dating policy with League members. Personally she figured he was using that as just an excuse.

"Everyone knows…well…not Superman." Donna giggled a bit at that. "How someone like that who can see in so many different ways be so blind is beyond me." Diana had to agree with that, she respected Superman too but she had to admit in a few areas he was just so…naïve at times.

"So," Wonder Woman began. "We know my little problem…what's the name of yours?"

Donna bit her lip a bit not sure on how she would take this. "Peter." This was kind of a surprise to her. She thought about it and she had to admit that if her younger sister wanted to explore a relationship with a man, Peter would be the best way to start. She also knew that Peter needed to move on at one point but wasn't sure if he was ready to date again.

She leaned forward a bit to her sister with a little worried look on her face. "Be careful with him, I'm not sure if he's ready for a relationship and to be honest he might not be."

Donna sighed, that was something she was hoping not to hear but it had a ring to truth to it. "I know, I don't want to ruin our friendship, and I'm not sure how deep my feelings go anyway…Gods it was so simple a thousand years ago. We Amazons took whatever men pleased us, used them and then got rid of them."

Diana had to laugh at that. "Those were simpler times, but then you miss out on being friends with them." Diana thought how their life was so different from her old one. Amazon life is much more different the outside world. For starters most Amazon's were actually bisexual for the most part. They took men for both pleasure and for procreation. But most of their time was spent around other women. Some of them preferred only woman for company, but after a thousand years everyone needs comfort and certain needs met so they don't have the hang ups that the outside world had because they kind of out grew that taboo.

"Well just take it slow with him and see where things go pressuring him might only push him away."

"Like you and Batman?" Donna asked and Diana wished her little sister wasn't so perceptive sometimes.

**-Peter's Apartment-**

Peter was taking some time off just to relax a bit. He wouldn't have the time once collage started and that wasn't far off. In fact the summer was about to start, thankfully he didn't need to finish high school. That was bad enough as it was and to be honest he was a lot smarter then your typical student, hell with his smarts might have just passed high school in two years if he could have done that. Plus he only really had three friends during high school too.

He was sitting on the couch reading his mail. A few junk mail that he threw out, a post care from Wally when he ran to Peru. He had to admit he kind of envied Wally, that he could just run anywhere on the planet in minutes, there was another from Jimmy in Metropolis that got a smile to his face. He had to admit he liked the guy, and it was nice to know someone with similar interests.

He was also looking through a bank statement he had and frowned. Even though he was living rent free, and was being paid well he knew that he needed more income. First off school stuff would cost a lot and even living alone he had a few budget problems, especially with his Spider-Man activities. Although he was glad that the only super villains so far were more of these wannabe ones that had shown up, but he wasn't complaining.

Also after going around the world with the League and facing major villains it was nice to come back to New York with only the regular crime to worry about.

But there were still the budget problems. He was considering taking on a roommate but who? He couldn't just let in anyone even though he wasn't the best at keeping his identity secret. First was Fury and the Ultimates, then when the X-Men had him and pulled off his mask he remembered going on a small rant about how they knew Peter Parker was Spider-Man, but even though they had seen his face they didn't know his name until he said that, and then all those villains.

Then the Justice League of course, Peter had to laugh a bit. How can one person that keeps getting his secret coming out yet still kept it from the world was beyond him.

But then his thoughts returned to another problem. It had been a few days since those strange dreams and even though he felt a bit better and that weight on his soul had lessened, that one with Kara and Donna was still bothering him. Was it just a hormone thing or was it something more? Sure they were both his friends and he liked them, and okay they were both beautiful but was he really thinking of them in a more romantic fashion?

He lay back onto his bed and sighed. His life even here was never easy especially his personal life. There was still the matter the he and Kara hadn't spoken since the shower thing and it was bothering him that he might have strained his relationship with one of his closest friends over a little accident, it's not like either one planned it or something.

That and it was killing him how they hadn't talked, especially since she was one of the few people he could talk to about things that others he knew wouldn't get. He decided right then and there that he would have to speak to her and get this shorted out. After a quick call to the Kent he found out she was visiting Clark in Metropolis doing a research project on something there for school. She figured that by going to the source at Metropolis might give her a little more points with the teacher and was trying for an A this time around.

He changed into his Spider-Man suit and with a quick teleportation to the Watchtower and then back down again to Metropolis he started out his search. Luckily he knew his way around the large city a lot better then his first time here. He figured Clark and Lois would be at the planet or covering some kind of news and so he kept an eye out for smoke, sirens the usual stuff that other heroes would be around. He also figured that Kara would be there in her Supergirl identity.

So far he had seen the usual crimes, and he did meet up with Steel again helping him out taking these bank robbers from getting away but he hadn't seen Superman or Supergirl lately. Peter thanked the large armored man anyway and continued his search. He was hoping that this would have been easier but wasn't. He had already found a payphone and called the Daily Planet but Clark and Lois were both out and he tried Jimmy but he was with them covering a story.

Peter sighed and went on. 'Man you'd think finding them would be easier then this.' He thought while swinging. He was considering yelling for help hoping that with that super hearing one of them would notice but he wasn't going to try that. First off someone else might need to be rescued and would be yelling for help too, secondly…it just would be too embarrassing, him in his Spider-Man suit yelling for help at the top of his lungs when nothing was wrong.

He wished the Kents had known about what exactly the school project was but they didn't, so he couldn't guess where she might be. He tried a few of the places that she had shown him around hoping she had finished and had checked them out but it was another dead end. So far he had spent three hours trying to find that girl and if he didn't know any better he swore she was somehow avoiding him.

Meanwhile Kara herself was sitting in the park with a drink looking over the notes she got. She was doing this boring history report and had gotten some information out of the museum and a few of the people working there, even a few quotes and stuff and was putting it all together. 'God this is so boring,' She thought. She had wished that she had help, even though she could do all her homework in minutes sometimes it was too boring to go through it that fast.

She gathered up all the notes and put them in her backpack and finished off her drink. She saw a trash can twelve feet away and threw the bottle in it as if going for a three pointer shot. In went in of course, with her abilities it was easy. She sighed and looked out over the distance. She had been kind of in a little depressed state. It had been too long avoiding Peter and she was wondering if he didn't want to see her again, after all she had walked in on him. She was just glad that he wasn't naked or she might literally have died from embarrassment, although she had been close enough with what did happen.

'What have I done,' She wondered. 'Did I screw things up permanently with him?' She hoped not, it was hard finding friends that she could talk to about her entire life. Sure in Smallville she had friends but they didn't know about most of the things in her life. Peter was someone her own age that she could relate to, talk to and had fun with. The thought of losing that was depressing to say the least.

Her thoughts were interrupted as she heard a familiar sound in the distance. When she first got here her powers were still growing, she hadn't learned to use her X-Ray vision yet or any other vision other then heat vision, and she was just getting her hearing powers and couldn't do the ice breath. Mainly it was because Clark had been here longer then she was so it would take time for her body to gain enough power to activate those powers. But now with her hearing coming she could clearly hear the unmistakable sound of Peter and his web shooters.

"It can't be…can it?" She asked herself out loud. She quickly gathered her stuff and made a bee line to somewhere isolated and quickly changed and flew up into the sky and to where she heard him.

Peter had just stopped to reload his shooters before going on, and was on the rooftop of a tall building. He was considering giving up and just going back home and waiting until she got back home and call her when he felt a gush of sudden wind and looked behind him hearing footsteps. 'Well it's about time." Peter thought seeing Kara in her Supergirl uniform only with a backpack on.

"Hey…new look?" He joked pointing at the blue backpack.

She just gave a slight smile. "Hey I'm not leaving all this work just laying somewhere…so…what are you doing here?" She asked a little shy at seeing him after what happened.

Peter was a bit nervous too and was glad for the mask. "Well I talked to the Kents and they told me you were here and…well…Look we need to talk. About that whole shower thing…"

"I'm sorry." Both teens said at the same time and for a second nothing then both just ended up laughing, from both the tension and at what just happened.

"Hey I'm the one that walked in on you." She pointed out sitting down next to him.

He scratched the back of his head. "Yeah but I should have warned you about that shared bathroom."

After a moment Kara spoke again. "Peter…we didn't screw up what he have did we? I mean you're one of my closest and best friends and…I missed you." She said the last words quietly feeling the truth of that.

"To be honest so did I," He said to her placing his hand on hers that was resting between them. "We I first got here you helped me out a lot that day on the barn when we just talked. Plus your one of the few people that I can talk to about a lot of things. I don't want to lose you as a friend Kara, I lost too many in my life and I don't…I don't think I can take losing another…especially you."

Kara was shocked and very touched by his words, she felt a lump in her throat. No one had ever said anything like that to her in her life and didn't know how to respond to it. So she just went with her feelings and hugged Peter. "Peter…you will never lose me, no matter what happens," After he returned the hug and she pulled back after a minute. "Peter let's promise each other that no matter what we stay friends, okay?"

Peter smiled under his mask at her. "Sure thing Kara, I'd like that."

She smiled warmly at him and he felt warmth inside at seeing it.

**-New York, STAR Labs-**

Doctor Octavius had managed to convince the two scientist of keeping him secret and helping them out with their research. He had to admit that they were very bright, not as smart as he was certainly not, but their theories and technology was a marvel. They were working on a new and improved version of the chamber that could make a permanent link between worlds. Although he couldn't let them link back to his word, that would be unacceptable since he was serving multiple life sentences for many crimes including multiple homicides.

He didn't care about that though, they were just people who had got in his way. He had also managed to convince them to let him build something to help in the construction. He said they were tools he used before in his world and they had been, but they had also been much more. In a white lab coat and dark tinted shades to cover his sensitive eyes he was already working on the harness. Fury had destroyed his first set of tentacles when he had been captured after one of his escape attempts. His mind had been altered during the accident that had linked his mind with his first harness.

When they had been destroyed he had been crushed, they were more to him then just equipment, they had been a part of him. Then when he escaped another time he tried to recreate his work and tried to take his revenge on Fury. It turned out that he could make new ones that would still respond to his mind. It took time and some trail and error but it had worked.

He had nearly killed Fury but then the Ultimates and that Parker had to interfere with him, and he had been thrown back in. For three years every time he escaped Parker was usually the one that had a hand in sending him back and Fury would always trash his latest harness and tentacles. Every time it killed him inside but he always came back and made more. But there was no Fury this time, in this world and he had surprise on his side.

First he would study Parker and any allies he had, then he would find a way to tear him apart. Then he would use the machine to find a world without any heroes or groups that could bother him. Unfortunately the two scientist might not like him using their machine to escape to another world.

They would most likely get in his way at some point and even though he owned them his freedom if they got in his way…well…then he would deal with them like everyone else that had gotten in his way. He smiled as he finished with the final touches on the casing of the harness looking over his work. He had many resources at his disposal and wanted to see if he could use them to make any enhancements to his designs.

He grinned at the thought of Parker's face when he saw him. The sheer look of horror on the boy's face would make all the patience and waiting to face him all worth it. Soon he would have his revenge, a new start and so far everything was working out just fine. He leaned back in his work chair crossing his arms and sighed feeling content with his life at the moment.

"Soon…very soon you all will live again." He said smiling to his harness. Soon the world would know and fear the name Doctor Octopus.

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**NEXT UP CHAPTER 17: GRADUATION**

**Kara graduates from high school and makes plans for the future.**


	17. Graduation

Slickboy444: Peter will have a few words with Bruce later on about him and Diana and you'll see if what you think is going to happen will be right.

Doza: I don't write action in every chapter, that gets to be too much trouble and it's not needed in every chapter either.

Silver Warrior: I'm thinking of a Teen Titan spin-off of this fic with that spider head guy in it. He sees her kind of like Gwen cause of her attitude and the hair. Yeah I've seen that Batman Beyond episode, I'm not sure about the Society anymore, everything else is still in the works.

Jezrianna: You could try and send me the first chapter and see how I like it, but be warned I'm very picky.

Nighthawk: I'm thinking he'll be around after since the climatic ending will be with Doc Ock.

Steph-59: Well like it said he wasn't sure if she was still avoiding him or not.

The Uncanny R-Man: Sorry you're way off on the roommate, thanks for that even though I still never heard of Morlin.

KaliAnn: You'll have to see about Donna.

Stoneman85: You might have given me an idea for another fic, but Carnage was destroyed and given that it killed Gwen there no way he would allow another one to be created. I don't think I saw that episode.

Zoken: Well you should, and damn man you read fast, and yet another soul for that has been sucked into my web HA HA HA HA!

Casey: No it happened after it, just a coincidence and when Doc Ock makes his presence known it will be large and have a major impact.

Multifan: Yeah I think they are, although I might have some fun I mean since Spider-Man didn't exist in the DCU then there's no telling the kinds of changes he could make. Actually some of that was taken from how the Amazons were described by the Greeks and the rest I figured since no one aged on that island too, but don't tell me bisexuals or homosexuals give you problems.

Thanks to: Stoneman85, Pokemonmaster14, X00001, X-Over, Spyder616, Superstar Kid, Big B, Morlin, Wage Shenron, Paladin, Dr. Evans, sma, ldypebsaby, Drkman, MidgeeBlue1

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**AN: I'll try and fit in Teen Titans later on or I might do a short fic about them that takes place in this universe. Also the future showed in Batman Beyond may not happen exactly. With Peter here that would change things, how much, well…you'll have to wait and see how his presence alters the future.

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**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 17: GRADUATION**

Kara was walking the hallways of the Watchtower happily and with a huge smile on her face. She had just managed to graduate, well actually she did pretty well and it was thanks to Barbara and Peter's help with her studying that really did it. It had been a month after she and Peter had made up after that incident and looking back on it, it was funny as hell. She and Peter shared a good laugh at that and she was glad to have him back in her life.

She thought about hitting the gym and then the showers. The equipment here had been heavily modified for those like her with super human strength. She chanced into some gym shorts and T-shirt, she didn't bother with the treadmill, the last time she did that she broke it anyway and still didn't get a decent workout. She did some work with the larger equipment that could go up to a few hundred tons of pressure. She worked out for over an hour and after a quick shower changed beck into her uniform in the locker room.

"That was impressive." Kara turned to a dark haired girl about her own age that looked a lot like Wonder Woman.

"Thanks," She said smiling and tilted her head. "Hey are you Donna by chance? I've heard that Diana had a sister but haven't met her yet, wouldn't happen to be you would it?"

It was in fact Donna and she nodded. "Yes, I've been seeing a lot of this world with my sister but making new friends is a bit more tougher then I though." She sat down next to her. "In fact other then my sister and her friends I really only got to know this one other man."

"Oh really?" Kara said interested. "Friend or something more then that?"

"Well…that's the thing…he's a really nice man and I find I enjoy the time with him but I'm not sure how I really feel…I've never had a relationship with a man before and well…I'm not sure what to do, plus he's kind of getting over a great loss in his life."

Kara felt for the girl. That had to be hard not sure about how to take the first step. "Boy got a name?"

Donna thought about it. "I'm not sure if I should say his name…he's kind of a private person."

Kara smiled thinking of Peter. "Yeah I know someone like that too, plus he's got kind of a memory problem, I mean he got so lost the first time in Metropolis."

Donna laughed a bit and remembered a joke her sister told her about men in general. "Let me guess…he didn't stop and ask for directions?"

Now it was Kara's turn to laugh, thinking of Peter in his Spider-Man uniform asking people on the street for directions, the mental image alone was just priceless. "Oh I don't think so. I wish I knew why guys were like that."

Donna just shook her head. "Who knows what goes through the mind of a man?"

"Not much." Kara said with a smile and both girls laughed at that.

"All too true I fear at times, and I could name a few like that," Donna said after she stopped laughing.

Kara smiled at her. "Let me guess…Flash right?" Donna nodded sending the girls into another set of giggles. The two girls continued to talk on and Kara was liking this Donna girl, she was a bit different then her other friends and that was a good thing. Donna was just happy to meet another woman she could identify with.

**-Kent Farm, a few days later-**

Kara was walking back to the farm after visiting her friends in Smallville, even though she found the place boring she had to admit that she did have a few nice friends here, although she couldn't tell them about most of her life it was still nice to be a 'normal' girl now and then.

She and her friends had just had the graduation ceremony yesterday and it was nice except that black gown was hot and itched but getting the diploma was well worth it. Her friends had gone out having a small party and it was great to get out of high school. She walked up the dirt road to the two story white house and felt a small pang of regret. This had been her home for a few years now and she was surprised that she was going to miss it.

She opened the door. "Hey I'm back! Anyone here?" She yelled out.

"In here Kara, will you come into the kitchen." She heard Martha Kent call out to her. Kara shrugged and as soon as she was in the Kitchen she jumped as there was a group of people shouting out 'surprise' at her. There in the Kitchen were the Kents, Clark, Lois, J'onn, Barbara Gordon and even Peter Parker, Flash, Green Lantern and Hawkgirl. After the small heart attack she had just suffered she couldn't stop the huge smile on her face. It looked like her other friends and family had their own celebration for her.

"Man you should have seen your face," Peter said pulling down a camera with a grin on his face. "In fact you will as soon as I get this film developed after the party." Peter was glad he had taken the time to remember his camera for this, being a professional photographer had its benefits.

"Peter! You wouldn't dare!" Kara said to him, there was no way he was going to do that, she had no idea what exactly her face had looked like it in that photo but she wasn't going to take any chances. She made a dash for him, but because of that damn that spider-sense of his he knew she was coming, so he jumped up on the ceiling and passed it to Flash and told him to 'go long'. Flash sped out of the place and as far as Kara knew the camera was now halfway to China at the moment. She made a glare at Peter who just smiled back at her.

After a few calming words and after sending Wally back out to get the camera (which he had placed back in Peter's place apparently he figured it would have been the most obvious place to look and figured no one would look there because of it) Peter swore to give Kara that photo he took.

After that things got into a more relaxed mode, John was making sure Shayera wasn't too isolated. Ever after a few months the League were still a little uncertain about her, but it was a lot better now then it had been. Although they were both surprised that Superman invited both of them for this and Hawkgirl took it as a sign that maybe she could patch things up with her friends again.

Batman of course had declined and Wonder Woman also, saying she and her sister were out doing something special. Clark didn't know what it was but figured it had to be important, he was glad to see that Kara's friends Peter and Barbara could make it. He watched the three of them talking and joking and laughing and was glad she had such good friends.

"What's on your mind?" Clark turned to face Lois as she wrapped an arm around his waist.

"I'm just thinking how it's such a good thing Kara has people who understands her at her age," Clark thinks back to when his powers were first emerging and he had no one to share that information with, even with his best friend Lana, but she had found out anyway. "I mean I had to keep all this a secret, at least she has friends who-" Clark stopped as he turned sharply to the trio and saw an embarrassed Peter and a slightly less Kara, but Barbara was clutching her stomach turning red from laughter.

"What?" Lois asked looking to the trio.

"I…I thought I heard them say something about…Kara walking in on Peter in the…the shower?"

Lois gave a small laugh at the look on his face. "Don't worry about it Clark I'm sure you heard wrong besides you shouldn't eavesdrop with that hearing of yours."

He looked down at her and grinned. "You don't seem to mind to help get a story or when you need saving."

"Well okay it has its uses but just remember to keep it eavesdropping to a minimum anyway, just to be polite." Lois told him, but made plans on asking Kara woman to woman what was going on. She had to admit that looking at Peter and Kara together they did seem like they could make a cute couple. She also could see Clark a bit unsure about them being more then just friends and there was also the fact that he had always been a bit overprotective with Kara.

J'onn made his way over to John and Shayera. "It is good that you two came."

"Yeah well the kid isn't as reckless lately as she was when she first joined in." John told him, and it was true lately she had stopped thinking of all of this as a game and took it a bit more seriously.

Hawkgirl who was in normal clothing without her mask was just glad to be invited here. So far she had talked with Martha Kent and she liked her, and she could see where Clark got the way he was. Her people didn't raise their children like the Kents, they were a warrior race and didn't think that 'cuddling' their children like the Kents did would have been correct…but…seeing them and all of this, it made her question a few things.

Ever since she came to Earth she had been questioning things and had changed. She found love in John Steward a man just a thick headed and stubborn as she was, she had learned about her race's past and the old Gods they had believed in and faced one of them that ended with Grondy's death. She had changed by being here and to tell the truth…she liked who she had become and was glad that she was gaining back the trust of her friends again, because now that she was exiles from he people they were all she had, and she didn't want to lose them again.

Later on after a very good meal by Martha, they were gathered in the living room. Wally had claimed that for the first time he had eaten his fill, which was surprising after the fifth helping of everything he had. Martha was just amazed he had eaten so much that they didn't have any leftovers. "I swear I got to learn how you cook like that." Wally told her.

She smiled at the red haired speeder. "Why thank you Wally, and thank you for doing the dishes."

"Hey it only took me a minute, least I could do." Wally told her leaning back in his chair with a grin.

Barbara was sitting next to Kara and had to just breach the subject of what was next for her. "So…where are you going to Collage? Gotham?" She asked hopefully, if she did then they could share a place and she had to admit it would be nice to have someone around."

"I thought you wanted to go to Metropolis?" Clark asked her from across a coffee table.

"Well…the thing is…I'm not going to either," Everyone was surprised by that and she explained. "I would love to see you more Barbara but I think Batman wouldn't like me in 'his' city and I am NOT taking orders from him. Clark, I really love Metropolis but with you and Steel, well, that's your city and I feel people would be comparing me to you all the time there, I just need to go somewhere where I'm either not in the way, or when I'm not constantly compared to someone."

"In other words you want to strike out on your own and be your own person." Jonathan Kent said to her nodded his head.

"Exactly." Kara told him.

"So where do you want to go?" Clark asked her, he had thought she was going to go to Metropolis and to be honest he had hoped that he could keep an eye on her while there, since she had a knack for getting into trouble.

"Well…I was thinking NYU, that is if you don't mind Peter?" Kara said looking over to Peter.

Peter himself was a little surprised by this but thought about it and smiled and shrugged at her. "I don't got a problem with it, besides I could use the help. Back in my New York there were other heroes all over the place, with it just being me for a whole city is a lot harder then I thought it would be."

Kara was glad about that, she hoped he wouldn't mind and at least she would have at least one person there she would know. "Isn't New York an expensive place to live though?" Martha asked a bit worried. "I mean with school and all."

"I…hadn't thought about that." Kara said thinking about things, she would most likely need to get a job and a place to live but she remembered how Peter had once said that finding a nice place in a good price range was tough.

"You could always move in with me." Peter said off hand without thinking and then noticed how everyone's attention was on him. "What? I mean I live rent free but being Spider-Man isn't cheap and I was thinking of a roommate but it's hard to find just some stranger to live in with me who won't ask a lot of questions."

Clark even though he liked Peter wasn't sure if her sharing a place with a boy was something a young woman should do but Kara was already over to Peter hugging him. "You really mean that? Thank you! I mean that place is gorgeous and I wouldn't have to worry about keeping my secret either, this is just so perfect!"

"Kara…AIR!" Peter yelled out the last bit as he was being crushed by the blond powerhouse.

"Oops, sorry." She said letting him go as he gasped for air and his face went back to it's original color.

Lois saw the look on Clark's face and nudged him with an elbow. "Oh lighten up Smallville, Peter's a good guy so don't worry about her, besides she has to grow up sometime."

Clark sighed. "I guess your right Lois, I guess I'm just having trouble of her being on her own."

"Well she is family," She told him with a smile. "You're just worried, I mean I was with my sister when she went off to collage on her own, just remember that she's with a good friend."

**-A Week Later-**

Kara was finishing unpacking in her new room. She had to admit saying goodbye to the farm had been bitter sweet but she couldn't wait to decorate her new room. It was larger then her old one and she had to admit New York may not have been as clean cut as Metropolis but it was a great city. Peter was going to show her around the city later on too and she couldn't wait for that.

She even asked him if they were hiring at that paper he worked at, with her experience at the Planet she might make it, plus Perry always had said she could always use him as a reference. Peter of course had said that he would ask around. She needed the extra cash if she wanted to pull her weight around here.

She swung open the glass door to the long patio like structure and looked over the city. She had to admit it was nice here and she also couldn't wait to make her presence of Supergirl known.

Downstairs Peter was watching the news and there was an image of him there stopping another bank robbery. 'What's the point? You'd think these clowns would know to try this outside of New York by now, but no they always think that they can get away with it.' He mused to himself and then listened to a reporter on the TV.

"_Once again New York's own super-hero Spider-Man, foiled another crime in the city, in fact ever since the web-swinger had arrived in our city the crime rate has gone down."_ Peter was still getting used to the fact that he was actually celebrated here in this version of New York. So far the cops hadn't shot at him once, and he had to admit that was nice…hell a patrol man asked for his autograph for his kid of all things!

"_We of New York had always seemed to live without the feeling of someone looking out for us, Metropolis, Gotham, Key Stone, and Jump City as well as others have had the protection of heroes some for years and it seems New Yorkers are actually grateful for this new hero that has made his home here."_ Peter watched on as they did interviews of people, some actually claimed he had saved them in some way.

It was hard to tell with all the people he saw. They mostly said good things about him, back home it was kind of a split decision but The Journal, the paper that he worked for didn't have a problem with Spider-Man like JJ had. So the public was more on his side without someone saying he was a menace to them.

"_Personally this reporter would like to thank Spider-Man, whoever you are, for making New York a safer place."_ Peter turned off the TV and just stared at the blank screen, for so many years fighting without any recognition to suddenly have it was both nice…and a little surreal.

"If they like you wait until they get a load out of me." Kara said from behind him, causing him to jump a bit and turn around. "That is if you don't mind the competition."

"I don't consider this a competition Kara." He said seriously.

Kara sobered up a bit at that, she forgot how seriously Peter took this. "Sorry, I didn't mean it like that," She was about to go on when the doorbell rang out. "I'll get it." She was off before said a word, he shrugged and looked at the time. He wasn't sure but he thought there was something he was supposed to be doing today…then it hit him. He quickly got up and ran to his room for his camera.

Kara went to the door a bit excited, this was their first guest and she wondered who it could be. She opened the door and was shocked to see Donna there, only in jeans and a red blouse and what looked like a camera with her. Donna was just as surprised by seeing Kara there.

Both just stared at each other for a minute before both found their voices. "What are you doing here?" They both asked.

"Me? I'm living with Peter now? What about you?" Kara said to the dark haired Amazon.

"Peter was giving me lessons with photography." Donna said a bit shocked by the fact Kara not only knew Peter but was also _living_ with him.

"Hey sorry about that, I nearly forgot you were coming over today Donna." Peter said putting on a jacket with his camera handy. "Hey Kara this is a friend of mine, Donna-"

"We met." Kara said a bit quickly.

"Oh…okay…well when I get back I'll take you on that tour of the city I promise okay?" Peter said to her grabbing his key and exiting the door.

"Yeah…sure…" Kara wasn't sure what was going on, she knew Peter wasn't dating but the way Donna placed her arm in his and then she remembered how she had said she might have feelings for this one boy and she was sure she had been talking about Peter.

She closed the door and just walked back to the couch and sat down just staring. She wasn't sure but…it just seemed to bother her or something that Peter was going out with a woman who might like him then more then a friend. She knew she should be happy that Peter might find some happiness but…it just felt…wrong.

She couldn't be jealous, he was her close friend why should she feel this way?

Donna was a bit unnerved that Peter had a woman living with him now, from what she had known, in this world when men and women live together they are usually together as a couple but that couldn't be the case or Peter would have said something She asked about Kara and he told her she was just a close friend who was going to school here and he needed a roommate to help pay the bills.

He explained how they already knew all their secrets so that worked out in both their favors. Now Donna had nothing against Kara, she liked her in fact, but the thought of Kara sharing a place with Peter didn't sit well. She had to know if Kara just thought of Peter as just a friend or if she now had competition for Peter's affections.

Peter himself wasn't sure what was going on. He had hoped that Donna and Kara would get along but for some reason there was a…tension or something between them. Maybe it was just the shock of finding out they knew the same person all along. He knew he should have said something sooner but it had just never came up.

Either way he hoped they could all get along. Plus there was the fact that Donna was linking her arm with his and he felt a bit uncomfortable. It had been a long time since he ever looked at another girl ever since…well…ever since he came here. But he remembered that strange dream of his with Kara and Donna and had to wonder again if he felt something for one of them? But then again he had never been that luck with girls so he put it aside, there was a small chance they would feel that way about him, and both of them was just impossible to him…at least…he thought so.

* * *

**NEXT UP CHAPTER 18: SISTERHOOD**


	18. Sisterhood

Slickboy444: Yeah Peter needs a break from all the crap that has happened to him. Yeah tension is growing, as for Clark he had to let her grow up on her own, even though he might not like it.

Jezrianna: To be honest I didn't like that first scene either and I couldn't figure out how to make it better. As for their rivalry I'm thinking more of a friendly one.

Lennox: Kon-el doesn't exist in the JLU cartoon, interesting idea for Blackfire though, and I think you'll like the team Doc Ock will bring with him.

Dr. Evans: I'll only update when I can, I can't force myself to just write it up and I got other fics and things to do so live with it, I do try but things just don't always work out the way you want them to.

The Uncanny R-Man: Well I'll try my best with the titans when/if I get to it and yes the triangle begins.

Chilean Rose: Yeah he is, and years of girls looking the other way can have that effect on guys. Clark is just a bit protective since she's the only other person like him and I think he's got a 'bit brother' complex when it comes to her.

WDCain: Powergirl will show up later, I never played that game and I'm not familiar with that character enough in order to write him. I do think about what people want before I do it, some ideas I find nice but others aren't workable.

Corvus no Ankoku the RyuKaiser: Nice idea but Peter ends up with one of the girls before this fic is done.

Sean Malloy-1: Nice joke, I may try that, classes will be some time off (maybe in a sequel) Doc Ock is still some time away.

X-Over: You read my mind with the clone bit and you'll see what Doc Ock is up to later.

Jackster: I thought about having all three together but I'm not sure I mean does Peter seem the guy to actually go for that? Well I'll toy around with a few ideas and keep people guessing. Although if it did it might be a bit strange for the other Leaguers.

Multifan: Customizing it and actually getting it to work are two different things. Peter will learn how he got there later on, and if he goes back since he and the X-Men aren't close I doubt it, besides someone has to stay and fight for the future of mutants.

And thanks to everyone else as well, yeah I know I normally put down the names of all that review but it's close to thirty names so to free up space I'll respond to those that actually have something to say or ask and I'm going to have to just put a general thank you from now on, hope you don't mind this.

* * *

**JUSTICE LEAGUE: THE SPIDER **

**CHAPTER 18: SISTERHOOD**

After a few days things were going alone fine for Peter. Having Kara around was nice, he had someone to talk to all the time now and his new home didn't feel so empty and alone anymore. He had a lot of fun with her also and the fact of having someone with him in his life that new his identity was really nice. He didn't have to lie all the time and could just be himself. To be honest it felt great to have her there.

Plus they had spent one of those days, when he had that day off, and just spent it showing her around New York since she had done the same for him in Metropolis.

Currently they were both in and elevator with that god-awful music that should be outlawed but was in all elevators was playing. Kara was in jeans and a conservative shirt on but also had on fake glasses and had her hair in a ponytail. He had asked her when he saw her why the look and she explained that she couldn't just walk around without changing her looks.

He then asked why not the brown wig and she had made this kind of cute cringe and had said she hated that thing, because it always itched. She said that with the different clothing, hair and glasses no one would notice. Especially how in her uniform people (mainly man and a few women) didn't exactly look at her face. Peter kind of blushed at bit at that, he had to admit the tight T-shirt and skirt did bring the eye from the face. He also had to admit that looking at her now in the elevator she did look different.

She had asked him to see if he could get her a job at the paper, since she did work at the Planet she hoped she could get a job there, plus having a person working there would help too in her favor with getting her foot in the door. They got off at the right floor and walked into the large, open and always busy office floor.

Peter led Kara though the others working there, waving to a few of them that he knew. Then came to the desk where Betty was working she looked over at Peter and smiled seeing him with the cute blond girl and tried to hide a smirk on her face. "Hey Pete, who's your girlfriend?" She smiled then seeing a blush form on both young adults.

"S-s-she's not my girlfriend…she's just a really close friend…who just happens to be a girl…will you stop smiling like that." Peter gave a small glare at her and it just caused her to laugh, she though he looked too cute being embarrassed and looking at her like that at the same time. "Look I just need to see JJ and ask him if Kara here can have a job here."

Betty sobered up a bit and looked at her. "You got any experience?"

Kara smiled at her. "Yeah I worked at the Daily Planet now and then when I was visiting my cousin Clark."

Betty nodded her head and used the intercom to see if the boss was free and then led them in. Kara had to admit Peter describe this JJ on the money. Nice clothing and the white hair in a ponytail and beard gave him a yuppie businessman look but had a calm demeanor. "So you're looking for a job huh? You got any references, other then Peter here?"

"Yeah, call Perry White the Editor of the Daily Planet or you can call my cousin Clark Cent or Lois Lane." Kara tried to keep up the innocent girl act and tone down on her confidence but it was hard seeing the look on his face at those names.

He leaned forward and narrowed his eyes for a bit. "You really know those people?" He asked her and he had to admit he knew Perry from University since they were both taking a journalism course and had met now and then. Although to be fair it had been awhile since they last met. And of course anyone who considered themselves a serious person in the field of news, knew certain names and Lois and Clark were a well-known team and as individuals, although the fact she was related to one of them didn't impress him, anyone could know someone and it was the opinions of those people that would matter.

He leaned back in his chair and regarded her. "Alright, tell you what. I'll call Perry White and ask around, but I'm not promising anything and even if you get great recommendations I might not have a place for you here…but tell you what. Since you're a friend of one of my best up and coming photographers and I don't want to lose him," He smirked a little showing that last bit was more of a joke. "I'll see what I can do."

Kara smiled brightly. "Oh thank you! Even if I don't get a job here thanks for everything," She turned to Peter and nodded. "Thanks Peter, I guess I'll see you later at home then."

When she left JJ had stared at her for a moment. 'See you at home?' He thought to himself and looked to Peter. "You two live together?" He asked Peter and he scratched the back of his head and nodded. "Well I just hope you two can keep a professional relationship as well as your romantic one aside."

"W-w-what! Sir, JJ, it's not like that, we're just friends, honest." Peter said and held up his hands. He just couldn't understand why everyone seemed to think they were a couple. Yeah they were two friends that lived together…alone…just the two of them…okay bad example, he thought to himself. As Peter left after JJ gave him a new assignment he older man just shook his head.

Kids today, in his day when a man and a woman living together usually meant that they were a couple…unless one of both were gay, he didn't have a problem with that, hell it was a new century after all. Well it was either that or both of them were just good friends…or were leading up to something more. He shook his head again, ah to be young again; he looked over at a photo of his wife. They had been great friends in collage then just one-day things evolved between them and he was never happier for it.

He wished the two of them the same luck he had.

**-Later in the Afternoon-**

In an office tower in Manhattan a Lex Corp building stood, it was a high rise with offices but also had several research and development floors. In one of them there was a bio lab, they did many different things there, from trying to make new bacteria and germs to be used in industries and in certain products. One of the labs was working on with electromagnetic technologies as well. In the lab areas scientists were working as usual, nothing too exciting was going on and all was quiet. Just another day at Lex Corp and everyone was just doing their job.

There was a rumbling sound, at first it wasn't noticeable with all the soundproofing and the density between rooms but a few people started to notice glass shaking in certain areas. Then one of the walls blew in with a strange purple glowing energy with it. There was smoke, and alarms going off everywhere as people panicked and ran to the closest exit. Security guards that were stationed close by to all the labs as a precaution ran into the room. So far the closest guards were only five of them as they rushed in and helped everyone out as the dust settled.

They started to move out guns drawn since they were on the fiftieth floor they figured these weren't your normal common criminals. One of the guards was suddenly hit in the chest by a purple beam of energy, another had an Asian woman in black and red with a sword and some kind of red visor on her face leap out of nowhere and with her bare hands disarmed him and took him down in a few quick series of combos.

One of the other aimed his gun at the Asian woman but a roar from some kind of giant cat was heard and he turned his head to see another woman only this one was all covering in fur and looked like a cross between a woman and a cheetah. She punched him in the face with such force his nose broke and was knocked out.

The two remaining men stood and knew they didn't have a change, one of them told his buddy to run for help and he didn't have to be told twice, he wasn't being paid enough for that anyway. When the remaining one looked back he saw a beautiful blond woman in white step forward. "Hold it right there or I'll shoot!" He said aiming his gun trying to keep a steady hand. She didn't seem to be afraid in fact she looked like she held him in contempt.

She kept walking forward and he took a step back still warning her, at one point he couldn't wait and fired several shots. But the blond held up her wrist with gold bracelets and deflected all the shots while still walking forward. When she was close enough she ripped the gun from his hands and crushed it and then with a right hook knocked him out. She looked down at him with a glare. "Male weakling."

The last member of the group landed, she was all dressed in black and purple with a jewel on the forehead of her costume. She had long black hair and a British accent. She was Star Sapphire, "Well luv you really handed it to that Old Bill wannabe."

The others gathered around, the cat woman was Cheetah, once a respected scientist named Barbara Ann Minerva, who had to experiment on herself and turned her into what she was today. She had to turn to a life of crime in order to get the funds she needed to turn herself back. The Asian woman in the red and black with short dark hair was Tsukuri a warrior for hire. They all faced their leader the once thought dead Aresia, former Amazon who once tried to kill all the men on Earth with a virus. Their leader looked at the three women she had gathered, "Find what we came for and hurry I don't want to stay here anymore then necessary."

"Well ain't she just a say of bloody sunshine." Star Sapphire muttered under her breath.

Aresia had indeed survived the fall in the ocean when her fellow sister Diana had stopped her plans. She had been lucky and had been picked up floating in the ocean, after she came two she had found a quiet place to recover and plan. She wanted to stay under the radar until she was ready and now she was. She had a new plan and it had taken time to find what she would need, and it was pure luck two of the key and final parts she needed were here.

A few blocks away Peter now as Spider-Man was swinging over the city streets. He had to admit that this place was starting to feel more and more like New York at times. Although there were a few places he avoided like the plague. Mainly where he, and MJ had used to live, his high school area and other more familiar places. Those just brought up too much pain thinking about all he lost. Truth was even though he had a pretty good life here, he would give it all up to have them all back in his life.

He sighed to himself, it was pointless to think on that and pushed them from his mind. He was doing just a routine swing thought the city when he heard sirens and saw a fire truck with police cars heading off to the east. "Well looks like something's up." Peter said to himself and made his way in that direction. He soon saw a bit hole in the side of a building and knew he found the trouble unless they were making giant holes in building nowadays.

He swung in through the hole and saw the mess and a few guards tied up in a corner. He started to move when his spider-sense kicked in and he jumped as a purple beam came at him from behind and nearly hit him. He stuck to the ceiling and looked behind him. "Bloody hell, quick little bugger ain't you?" Star Sapphire said floating from a large open doorway.

"Oh let me guess…Star Sapphire right? I heard about you, kind of an evil female Green Lantern type of villain," Spider-Man said pointing at her seemingly unimpressed, he had heard the stories and read her bio a while back.

Her face scowled a bit, "I like to think myself more of an original and please don't refer to me in the same breath as a Green Lantern," She fired several beams of energy and he quickly dodged them and fired his webbing at her eyes blinding her for a moment, "What the hell is this stuff!" She cried out trying to rip it off and Peter took the advantage of this and leapt at her kicking her towards the door.

At that moment Tsukuri and Cheetah walked out. Tsukuri had a case with her that had a biohazard sign on it and knelt down to help Sapphire. Cheetah let out an animal roar and leaped at Spider-Man. "Great, "I'm fighting one of the Thundercats now." He quipped as he dodged her attack but she was quick and fast, luckily he was a bit quicker and faster and just managed to keep just out of her reach with his jumps and leaps.

"I heard there New York had a new hero, figured that we would run into him," She said and tried to rake her claws against his chest, but he grabbed her wrist. He fell back and planted both feet onto her stomach and flipped her over his head.

She landed with her back against a computer server and hit the ground. "Damn and I thought all cats landed on their feet…oh well." Spider-sense kicked in and he jumped just in time to avoid a dagger just missing his back. He saw the Japanese woman ready a sword and saw Star Sapphire cutting off the webs with a knife, most likely thanks to her teammate. He knew he didn't have long until she cut enough of the webbing off to see and then he would have an extremely pissed off villain on his hands.

He bent backwards dodging a vertical arc of the katana it had been so close that he could feel the wind of the blade even through his costume. He righted back up and had to jump onto the ceiling to avoid a reversal of the blade. He tried his webbing but she was too fast and either dodged them or used her extremely sharp sword to slice it up.

"Damn it, what do I have to-WHOA!" Peter just jumped off as a blast from Star Sapphire hit the spot on the ceiling he had been on. He looked over as saw his webbing still covering one of her eyes. Well Peter figured at least she had no depth perception like that so her attacks would be off as long as he wasn't too close. He ducked as that sword nearly took his head off, he backhanded Tsukuri and did a back flip to avoid another energy blast but while in mid hair something hard hit his side.

A console had been thrown at him and slammed him through a wall, luckily it hadn't been that thick but it still hurt. He coughed a few times, seeing stars from the impact, not to mention his side hurt like hell and his back. He shook his head trying to clear that annoying buzzing sound but he didn't realize that had been his spider-sense and not something from the injury. It was too late though as what felt like a sledgehammer hit him in the ribs. He was up in the air again but this time shot out a web line and managed to land himself on the ground.

Only he kind of half landed, half fell to the ground and looked at an yet another female villain only a very attractive blond that kind of reminded him of Diana for some reason. "Let me guess…a super villain team of the Valkyries?" He asked her.

"I am Aresia, and this is my Sisterhood, and you must be one of the so called male protectors of this city." Peter didn't like her tone and he obviously was pissed about something. "You will not stop be from returning this world to its former state and then maybe there will be a sense of sanity in this world."

"Look Xena or whoever you are, I don't know what you're talking about but I can guess it's not good," Peter managed to say while struggling to stand. "So whatever it is you took or are trying to take, why don't you just put it back and we can avoid all the unpleasantness."

Aresia narrowed her eyes. "Do you mock me?"

"Lady…of course I mock you, it's what I do, well that…and this!" Peter fired both web shooters at her but she was quick and used her bracelets to block the attack, just like he had seen Diana many times before and now he really wondered if there was some kind of connection, but he shouldn't have let his mind wonder because she grabbed the webbing and yanked him forward. He was pulled off his feet and was met with a fist from the furious blond right tin the jaw.

Peter slammed into an equipment table denting it and most likely his back if what he was feeling was an indication. He was also blacking out and he tried to fight it but it was too powerful. His opponent looked down at him and then back to the others, "We need to get everything back to the river now and set everything up."

After that Peter blacked out completely and slumped to the floor. The other women gather up what they came for. Aresia picked up a machine several feet long with a sphere in the center of it and lots of wires.

Tsukuri picked up the biohazard case she had dropped earlier while Star Sapphire woke up Cheetah. "How the bloody hell do I get this stuff off my face?" She grumbled still trying to pull off the remaining webbing.

"Forget about it, we can deal with that later," Aresia said to her, "Just get us out of here."

Star Sapphire concentrated and made a sphere of purple energy encompassing them all and floated them all out of the hole in the wall. There was a police helicopter outside and she smiled to herself and fired, it took a few tries thanks to her one eye covered but she nicked the back rotor sending it falling to the ground. They all few off into the distance as the helicopter pilot tried to make an emergency landing.

It was hard and he wasn't sure if he could do it then all of a sudden it just stopped in mid air. He and his co-pilot just looked at each other as it seemed to just float down to the ground then he heard a knocking on the window. His eyes widened at the sight of Supergirl outside. "Hey did I miss something?" She asked them.

She had been flying around the city just doing her thing when her ears had picked up trouble over here. She had seen the helicopter going out of control and had grabbed it and set it down just in time. She was about to go off after the villains when she over heard the police band in the helicopter. There was something about a report of someone seeing Spider-Man enter the building. She looked around but didn't see him and frowned. She got a bad feeling about this and flew up to check on him.

* * *

**NEXT UP CHAPER 19 SISTERHOOD PART 2 **

I'll try and made the next chapter sooner, but please keep in mind I'm very busy at times and have other fics too.


	19. Sisterhood Part 2

Slickboy444: Yep she's back, you can't keep a good villain down. Yep Donna will show up to help even the odds.

Lvmj: I do lots of research for all my fics, I try to be accurate.

Jezrianna2.0: Why the name change? Also I'm still thinking about the beta thing, and the story format with the tabs was unnecessary for fan fiction, plus from the time you said you would do it to when I got it was way too long, I need someone who can give it back to me in 24 hours or less.

Howlerdrode: No Betty won't be part of that just Kara and Donna and I think it's his naivety that is part of his charm.

The Uncanny R-Man: In the latest issues Cheetah looks a lot different especially the face. Germany huh? Sounds cool.

Nighthawk: Someone else will show up and yeah, even heroes make mistakes and Peter is no exception.

crankywonderjoe: Sorry about that I forgot to write that into the fic last chapter, you'll see in this chapter I promise.

Silver Warrior: Yeah that is what he does and one of his best qualities isn't it? Kara isn't the only member for this team up.

Sean Malloy-1: I get bored easily and if I just worked on one fic then I would get bored with it and that leads to another set of problems.

Stoneman85: Well to be fair she is as tough as Diana, and that's an interesting idea I might twist it around a bit though.

Aaron: I came up with that line after watching a Stargate SG-1 episode before finishing that chapter, although I don't know who Chesire is.

Multifan: I think a lot of people will think that of Peter and Kara with them living together. There will be another 'catwoman' remark in this chapter that I was saving. Let's just say there will be office gossip about those two and leave it at that for now.

And thanks to everyone else as well.

* * *

**JUSTICE LEAGUE: THE SPIDER **

**CHAPER 19 SISTERHOOD PART 2**

_Spider…_

_Spider…_

Peter groaned and felt his body slowly returning to him and boy did he ach all over.

_Spidey come on wake up…_

"Huh?" Peter started to come around and the first thing he focused on was the blond hair, it looked familiar to him, Gwen? No wait Gwen was dead…Kara? He looked and his eyes locked onto her sky blue ones and he blinked a few times. Then he tried to get up and was struggling so Supergirl helped him to his feet. He looked around and saw the trashed labs and then it all came flooding back to him.

"Hey you alright?"

Peter turned to Kara and nodded, "Yeah I've been worse. Where did they go?"

Kara shrugged, "Don't know, they fired on a chopper and I had to save it, they were long gone so I decided to check up on you. Who did this? I saw the purple sphere but I didn't get a decent look at who was inside it."

Peter tried to think back to his attackers, "Okay there was this cat lady with them, some type of female ninja, that sphere was done by Star Sapphire and then there was this other woman."

"An all female team huh? Great girl power gone bad, you know who that last one was?" She asked him looking over the damage, it looked like a major brawl had been here but then again she wasn't surprised by that, it was the kind of things that happened with superheroes but she was also worried about Peter. His costume was torn in a few places and he was a bit shaky on his feet and this was a guy she had seen do acrobatics in the air and land perfectly.

Peter remembered that blond, he let himself get distracted by her and boy did he pay for it, "Imagine a blond version of Wonder Woman only in white and gold and you pretty much got it here, you wouldn't happen to know her would you?"

Kara shook her head, it didn't sound familiar but then again if it had been someone before she joined and hadn't met or read about then it was most likely a new villain, "So…what did they take?"

"Don't know, I didn't get the chance to ask them," Peter said sarcastically then caught the glare Kara gave him, "Sorry but I just got my butt kicked and I'm not exactly Mr. Happy at the moment."

Peter said that in a softer tone and Kara's expression softened too and she nodded, "Well we might as well ask the people here what's missing," That didn't occur to Peter to just ask them, mainly because of how people treated him for years in his old world. It would be lot easier and it wasn't something he had ever tried before. When the police and the people in charge of the labs showed up Peter had to fight the urge to slip away.

He was still getting used to how he was treated in this world, years of being treated the way he had been kind of gives a guy a complex. He let Kara handle it though since she was more at ease then him. After the lab guys looked over the damaged equipment and Peter told the police everything he knew which was a bit more pleasant then he thought it would be like one of the head lab coats came back looking a bit pale. "So doc…what did the bimbo league take?" Kara asked him.

The man was a bit nervous and was ringing his hands. "Uh…well…that's a company secret."

"Oh come on!" Peter threw up his hands, which hurt a little, but he masked it well, "They took a couple of things and one of them had a bio-hazard symbol on it."

"What?" One of the detectives shouted out. "You were working on a biological hazard inside Manhattan!" The cop took the scientists by the lab coat, "So now some super villains have a virus or something? If you don't want to be responsible for the lives that will kill you better cooperate."

The scientist said it wasn't a virus and ran off a few chemicals names. "Uh…did anyone get that?" Kara asked, she wasn't a dumb blind but chemistry hadn't been one of her best subjects.

"I think he means it's a chemical that eats up oil, like in oil spills," Peter said then asked what the device was. They were told it was an experimental EMP generator. "Oh crap, please tell me you're kidding about that last one."

"I'm afraid not, we were researching ways of taking out enemy armies without lethal force and an EMP bomb was the one we were working on here." Peter was afraid to ask but when he asked how powerful it was he knew he wasn't going to like it. It was as powerful enough to take out most of New York City's power.

"Oh crap…" He muttered and looked to Kara, "We need to find them and fast."

"Yeah but how?" Even she knew the damage that would happen if it went off in New York. The damage and injuries not to mentions riots that would happen from all the powers being suddenly knocked off in everything would be dangerous. They started looking around for anything and Kara found something it looked like dirt or something and had Peter take a look at it.

Luckily Peter had also equipped his belt with new equipment and gathered it up. He was glad he had taken a few lessons with Batman and he learned more then just martial arts, he learned a few things about detective work. Plus he thought that utility belt he had was cool. They searched some more but didn't find much else. "Well come on, I need to analyze this stuff and we need to find out where they are," He told Supergirl after some time.

She nodded, "Yeah and we need to see how badly you're hurt, and don't you dare tell me your fine I can see you limping." She had cut off his chance to deny it and he just sighed and shrugged. They left the building and headed home. Kara being faster went ahead to get the first aid kit ready, Peter could feel his ribs hurt but thankfully it wasn't a blinding pain. That meant his ribs weren't broken, and he could still fight.

Kara was a bit worried, she was practically invincible but Peter wasn't. She never thought about how hurt most heroes can get. She remembered how Green Lantern and Captain Atom had been hurt badly on her first mission. Plus the fact that she liked Peter and knowing how badly he could get hurt worried her more then she could ever remember being. It was just kind of surreal when the knowledge that Peter could get seriously hurt or even get killed. She stopped in her tracks thinking about that, what if he did get killed doing this? She had lost so much in her life, her home, her friends, her family…when the thought of losing Peter hit her it was like dagger to her heart.

She felt like crying for a split second but pushed it aside. She wouldn't lose him because she was here in his life and there was no way she would lose another thing she cared about. She heard him come into his room and she found him placing the clues they had found on his dresser. "Alright take off that top Peter," She saw him a little nervous even through the mask and she smiled, "Hey it's not like it's something I haven't seen before right?"

She blushed a bit at the memory of that shower incident and watched him pulled off his mask and then his shirt. She stopped her self from gasping but was still looking worried at him. She bandaged up his ribs and chest and placed disinfectant on a few cuts. "I don't think you need to go to a hospital but you'll need to be careful if you go out again. We might need backup for this."

Peter nodded, "Yeah see if you can use the JL communicator and see if anyone can get here in time, I'll be in the lab working on this stuff." She watched him go into the secret door. She left him to his work and went to her room to use the communicator she had left behind, but then the damn doorbell rang and she sighed. She quickly changed at super speed and placed on the fake glasses and redid her hair with bangs in the front and a ponytail. She decided this would be the 'Kara Kent' that everyone would know.

When she opened the door she wasn't expecting to see her again so soon. "Donna?"

Donna Troy AKA Wonder Girl in her street clothing blinked a few times. "Kara? Is…is that you?" Donna had to admit she looked completely different from how she had seen her a few other times.

"Uh…yeah, what are you doing here? I don't think Peter mentioned you coming over," She tried not to sound cold or anything, she liked Donna but she kept making eyes at Peter and always linking her arm with him and…god she sounded jealous and that couldn't be the case.

"He didn't know, I had some news and I figure you two would like to know…can I come in?" Kara moved aside as she came in, "Where is he?"

"Up in the lab, I'll show you the way," Kara said as they climbed the stairs to the second level and the secret door was still open. In there they saw a bandaged up Peter looking in a microscope and Donna could see all the other equipment and teleporter there. But she was mainly focused on the bruises on his face.

"By Athena what happened to you?" Donna said seeing his injuries. They gave her the run down on what happened to her and Donna's eyes widened at the description of the blond woman. She asked Peter to describe her as best as he could and he believed that it had to be Aresia. She remembered when their Queen had come back to the Island and told them of the news, but now it seemed she had not perished as she believed.

"I believe that was Aresia, she was one of us who went renegade over a year ago…we thought her dead." She explained to him.

"Wait a minute! Wasn't that the psycho that tried to kill all the men in the world with her virus!" Kara exclaimed. She remembered how her and Martha had been looking after Jonathon during that, she had been so afraid that he would die. She considered the Kents her family and she already lost one and if that blond bimbo was up to her old tricks she was going to make sure she never got the chance to start whatever she had planned.

"Yes…her," Donna said ashamed of her actions. She had been friends with her once the fact she went against all their teachings was hard on her and a few others back home too.

"Well we have to stop her and Donna…we could use your help," He said to her and she nodded, "Anyways I think that stuff you found Kara was an industrial grade lubricant."

"So…how does that help us?" Kara asked him playing with her glasses in her hands.

"Well I overheard one of them say they needed to get back to the river. What if that was the Hudson River? And now…" Peter rolled on his chair across from him to where a computer with a one of those flat screens was and entered into a search program Bruce used and now Peter was. "I'm going to look up to see if there is any factories abandoned or recently bought that might have those things."

After some time searching Peter came up with several possible targets. "Great," Peter muttered looking over the list of names of the places and who owned them.

"Wait a minute," Kara said quickly seeing something. "Aresia was raised as an Amazon right?" Donna nodded and Kara pointed to a company that bought out an old factory. "Althea Corp…Kind of the name an Amazon would use since she's like the patron god of the Amazons or something wasn't she?"

"Yes Althea is our goddess of wisdom, war, the arts, industry, justice and skill. She is revered amongst us," Wonder Girl told them.

Peter looked up more of the company but so far it had only been around for a few months and he couldn't find what they did. "Well…looks like we got what we needed. I say we suit up and go, we can't wait for the others to show up. Kara get on the communication gear and tell any other members of the League about this, Donna I hope you got your uniform under there we're going to need you."

Both girls nodded and went out of the room when they were out of earshot Donna had to ask Kara something. "Is he always like this? Willing to do whatever it take no matter how injured he is?" Kara nodded, "I do not know weather he is brave…or stupid."

Kara smiled, "I think a little of both." Donna nodded her head.

**-Later-**

Kara had sent the word out but so far everyone else was busy with something else at the moment and any reinforcements would be awhile. So the three of them had to do this themselves. They found the old factory as the sun was setting. It looked almost deserted but there were lights still inside. "So do we just charge in?" Wonder Girl asked them floating next to Peter with Supergirl doing the same on the other side.

"No, if that EMP is active then it might go off. We need to know if they got it working first so I say stealth is the way to go for the moment," Spider-Man told the two women. They agreed to that plan and easily made their way to the rooftops and Peter had sneaked into a lot of places so he knew where to try and look for ways in. He found a skylight and Kara burned off the locks with her heat vision and the sensor to the alarm that Peter sensed.

They stayed in the rafters of the large factory. It was very open and had old machines that for the most part were in disrepair. A few looked like they were up and running again, mainly a few vats while there was more modern equipment that looked out of place and had to have been brought in.

He saw Cheetah looking over a vile of the chemicals while Aresia was looking over the EMP. Tsukuri was leaning against a large piece of equipment while Star Sapphire looked bored. "So please tell me why the bloody hell we bothered to take this stuff?" The British villain asked them.

"With the chemicals we can threaten to wipe out the worlds oil supply unless they pay us anything." Cheetah said not looking away from her chemicals, "And with the EMP we can also threaten to wipe out an entire city's power without notice for who knows how long. Cars will stop, planes will fall, hospitals will lost power…the works."

Although Cheetah didn't personally want that, she just wanted the money to help fund her experiments to turn her back into a normal human again and not as the cat-freak she turned herself into. Aresia however had other plans, she had told them they were going to blackmail countries and the oil companies but she planned to use the devices anyway.

She was going to turn the world into what it had been, making it more pure and simple. Without all those weapons and machines like the ones that took her family from her. She lost her family in a war and if she couldn't take men out of this world then she would take their ability to make war.

Peter saw that they were going to make a lot more of the oil eating chemical in those vats and it looked like the blond Amazon was figuring out how to make more of the EMPs. "Damn that's a nasty plan, I mean I've heard a few in my day but that would devastate the world without oil and power."

"No kidding," Kara whispered back to him.

Tsukuri however may have been leaning back but as a trained warrior she always kept alert and she noticed when three figured were trying to hide in the rafters. She quickly drew a knife and flung it at them yelling out to the others. The blade just barely missed him as he had to jump out of the way, 'Oh well I guess it's now or never we start the fight.' Peter thought.

Supergirl fired her heat vision at Star Sapphire who brought up a purple energy shield, "I got miss British," She said flying off towards her.

"I have Aresia," Donna said coldly flying off towards the ex-Amazon.

Peter landed and saw both Cheetah and Tsukuri moving on him. "Oh great two more pissed off women in my life just what I need."

I would have thought a man dreamed of two women," Cheetah said with a smirk as she tried to claw slash at his chest but missed.

"Lady you have no idea," he said flipping over a Katana slash from her partner, "But this isn't one of them."

Supergirl kept firing her heat vision at Star Sapphire hoping to collapse her shield but it didn't look like it was enough, "Don't bother trying luv you can't get through this."

"Well see about that," Kara said with a grin on her fast and hit the sphere at super speed causing it and Star Sapphire to be thrown through one of the vats. "I may not be able to punch though it but I can punch it though something else."

Peter was now facing the two agile and quick women that were pushing his own agility and speed to the max. "Hey ninja lady, how come you're the only one that doesn't talk?" Peter ducked and then flipped over her, "I guess you're the strong silent type huh?"

She yelled out with a spin kick but Peter was faster and caught it and flung her into a support beam and webbed her to it. He was about to take a breather when he was tackled by Cheetah. They rolled a bit on the ground until he kicked her off. She looked at him and smiled, "I must know…one animal powered person to another…are you like me under that mask or did you keep your good looks?"

"Uh…yeah I look pretty much the same."

She gave a sad smile, "Then consider yourself lucky," She attacked again and she couldn't help but marvel at his abilities she wondered how he got such powers as they danced their battle. "You know you are amazing, I bet you're handsome under that mask too."

'Great I'm getting hit on by another cat-woman, first Black Cat and now her. Is it me?' He wondered before speaking. "Look I admit you got this cute cat-girl thing going for ya, but I don't date super villains." She just shrugged and leaped at him once more and he fired his webbing at her eyes. She was blinded and when she landed he got her hands and feet after that and then her arms and legs to make sure she didn't try and break the webbing.

Donna was facing Aresia, "You have dishonored our teachings 'sister'."

"I only took it to the next logical step, our Island is peaceful and look at this world. It is full of evil and corruption of men." Aresia spat out the name men like it was poison.

"I admit…there are things in this world I don't like, but there are good points. Not all men are as bad as we have hard of, I know one who is noble and kind and who fights with good in his heart…as long as there are men and women like them in this world I know it can become a great place."

Aresia laughed at her words, "The words of a child mean little to me."

That got Wonder Girl angry, "Fine then with the words of this 'child' can do nothing then perhaps my fists can bring reason into that thick skull of yours."

Donna flew at her, and the golden haired woman had to dodge. She may have had the strength of an Amazon but she didn't have the flight abilities like Diana and Donna were given. The two titan women then struggled together. "You're sister was one of the few that could best me child what makes you think you can stop me?"

Donna managed a punch to Aresia's gut, "Because I am not my sister," She rammed her knee into Aresia's face as they continued to struggle. Peter had finished and so had Kara, she had managed to finally get through the energy shield by forcing Star Sapphire to fire and then with super speed punched her into a steel wall knocking her out.

"Do we help?" Kara asked Peter seeing the two Amazons fighting it out.

"I think this is something she has to do herself…but if she's in trouble then we step in," He said watching the two go at it.

Donna was knocked into some equipment smashing it with her back and groaned. She wasn't doing as well now as she had been. She wasn't as good a fighter as her sister and Aresia she was close but Aresia was a bit better.

She flung herself out of the way as a fist just missed her. "You won't stop me."

Donna looked for anything to help her so far her opponent kept coming after her time and again tying to land a strong blow or get in close. She was trying to figure out a way to use that when she saw something with a lot of cables coming out of it. She wasn't familiar with a lot of technology but she did know that lightning bolt on it a symbol that she knew to mean electrical hazard. A plan formed in her mind in the air looking down at the blond warrior.

"You truly are pathetic you know that? It was a mistake to take in such a weak fool, we should have thrown you back into the ocean for your dishonor. Did you know you're name is now cured on our Island?"

"You lie!"

Donna floated down and smirked at her, "My mother was right about you, you should have been exiled. What do you hope to accomplish? You will never be allowed back to the Island as you are no longer one of us, you have been stripped of being an Amazon since you don't know how to be one."

That had done it as Aresia was proud and didn't want her personal honor questioned by this insolent child and wanted to send her fist though the dark haired young woman's face. Donna deflected the blow with her forearm sending it past her head and into the large green equipment. Wonder Girl quickly got out of the way as the electricity went into Aresia.

The blond screamed out in both pain and rage and after a moment the power cut out and the blond warrior staggered a few steps, slightly smoking and her fist slightly dark towards Donna, hate in the older woman's eyes but then she fell to her knees and slumped down onto the floor.

Surveying the defeated villains Supergirl placed her hands on her hips looking victorious, "Well I call this a success," She said blowing a stray strand of hair out of her face and fixing up her uniform.

Donna was kind of doing the same as her after her own battle, "I agree…you have impressive combat skills," She admitted to her figuring that if she was going to be in the area a lot she might as well try to get along with Kara like they had at the beginning.

Kara smiled a bit and nodded, "Right back at you," She knew that they were actually extending the olive branch to each other. They had started out as friends but whatever was going on Kara didn't want anything to more to ruin that. Besides not liking her for liking Peter was stupid and it was time to grow up.

Peter looked between the two of them and smiled under his mask as the two started talking in a more civilized way. He had know idea what started it but was glad they had worked out whatever it was. He looked down at the defeated female villains. 'Women…who can figure them out.' He mused to himself.

"Well let's make sure all the nasty equipment they stole is nice and safe and these women are nice and secure." Peter spoke as he webbed up the others while Supergirl and Wonder Girl used the metal around the place to make sure Aresia didn't escape.

* * *

**NEXT UP CHAPTER 20: SISTERHOOD AFTERMATH**


	20. Sisterhood Aftermath

Slickboy444: Yeah it will get more complicated in this chapter too. And you know I try my best with my fics glad you liked it so much.

Commander: Doc Ock will make his own team and you'll like it.

Morlin: Really? Thanks, and yeah those three will become close later on after everything works out.

Jezrianna2.0: Damn that sucks, I guess you might have to post that on Adult Surber: When I started this it was way before the Hobgoblin thing and so I had to skip all that, some of his past has to be different in order to make things that I wrote work and I can't get anymore Ultimate Marvel comics where I'm at too.

X-Over: Yeah I did get that e-mail, but I don't want to redo the entire series. I want to do my own thing but thanks anyway in case I change my mind.

Syder616: Hey that's Peter. Brilliant scientific mind, but clueless when it comes to girls.

The Uncanny R-Man: You sure about that? I could have sworn I heard that she was somewhere.

Doza: Just be patient it will be worth it when Doc Ock comes just trust me.

KaliAnn: Glad you liked the team up. As for why villains like him, who knows. Exploiting a weakness is always the good route to go in beating an opponent.

Silver Warrior: Thanks, I try my best with his sense of humor. Well Catwoman did go after Nightwing once so she may go after younger men. I haven't read any Zelda fan fics though.

Worker72: Yeah but it will also deal with the fact how to trail her since she's not an American citizen and who gets first shot at her since her virus was world wide.

Aaron: Okay I'll try and look her up but it sounds complicated from how you told me.

Spontaneousxhumanxcombustion: Actually he does have a belt in the comics, and if you don't stop commenting on the beta I'll block you.

Multifan: Yeah Peter learned a few new tricks. Yeah tragic villains you sometimes want to help out in some way. I was thinking that Peter would look into Cheetah later. Peter will run into Catwoman later on.

* * *

**And thanks to everyone else as well, and please stop commenting in the spelling and grammar of my fics. I try my damn best I really do but I'm only human and believe me I wish I could put them out without errors trust me on that. Sorry for the wait I needed to take a break from this to finish off another fic.

* * *

****JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 20: SISTERHOOD AFTERMATH**

All the villains of the Sisterhood had been taken away with the exception of one, Aresia. She was now in a special cell of the Watchtower by Wonder Woman's request. Diana had been trying for the last two days to try and get through to her Amazon sister but it was proving futile. She was now sitting alone in the observation room in a generic metal chair with a small round table just looking out into the stars. After anther disastrous session with her sister she was also drinking a cappuccino lost in her despair.

"I take it, it didn't go well," Came a dark voice and she jumped and turned around to see Batman there. She hated it when he snuck up on here like that, plus the fact that she was supposed to be a great warrior and yet time and time again he kept surprising her like that.

She sighed looking back at her drink, "No it didn't."

"Sometimes you can't save a person Diana, she has too much anger in her to let go,"

"I can't believe that Bruce," She said shaking her head, "I've known her to so long, she was a great friend to me and I just can't…I can't accept that she's gone."

Batman thought about his own problem like that with Harvey Dent, former DA of Gotham City. Harvey had been a great friend to him, maybe even his best friend then one day an accident disfigured half his face. Harvey's mind couldn't take it, and a new personality joined in calling itself Two-Face. Harvey lost his old job, his fiancé his whole life. Bruce tried to help him several times once he even tried to get Harvey plastic surgery to fix his face but Two-Faced had planned ahead and hired men to bust him out of the hospital. Now he was in jail once more but with a new third personality The Judge, one created by Harvey Dent to balance out the Two-Face persona. So far Bruce didn't know if his old friend would ever be safe.

"Perhaps, it's not easy losing a friend like that and hoping that they'll be back and you'll have what you lost is sometimes the only thing that keeps you going."

She tilted her head up, "Bruce? Are you-" She turned to see him but he was gone, "I hate it when he does that."

She sighed and went back to her drink and took a sip. She never understood why Bruce could never open up and when he did it was only for a moment and then he bottled himself back up again. She never understood why he never let anyone close to him, why she couldn't get close to him. She knew she had feelings that had grown for him over the few years, at first she had respected him as a warrior and as a comrade in arms. Then as she got to know him and his identity she found herself captivated by him and soon one day she found herself thinking about him in ways that a friend wouldn't.

She wondered if she would ever get anywhere with him and before she could think on it more she saw a few others walk in. They were Supergirl, Spider-Man with Green Lantern.

"Well we just got a message from the UN Diana," John told her, ever since it was told that Aresia was alive and in their custody many governments wanted to put her on trial for crimes against humanity for that virus she unleashed a year ago. "They are getting a bit tired of waiting for us to finish with her and let me tell you they are short on patient."

"Tell me about it," Kara said crossing her arms and shaking her head, "I swear if some of those people are the best representatives of their country then I fear for those places."

Diana sighed she knew that Aresia needed to answer for her crimes but she had hoped that she could have gotten somewhere with her, "Then I guess we have to hand her over."

"Yeah, sorry about this Diana," Peter said seeing how she was taking it. He remembered how his friend Harry had become the Hobgoblin and it was only after fighting him and some special counseling from SHIELD did he ever return to normal again. But then a year later his father would kill him for his 'betrayal' and everyone else Peter had cared about. He shook the memory away not wanting to go back down that path again at the moment it was still too painful for him to think about.

"I guess we shall have to ready her for transport then," Diana sighed and stood up.

"Not yet you won't," Came another voice and they all turned to the door to see none other then Queen Hippolyta, Ruler of Themyscira. Next to her was Donna as well.

"I have come for our sister to be judge by Amazon law," The Queen said in full authority.

"Unfortunately that's a problem," John said to her not backing down, "She's broken a lot of the laws of the world and has to answer for them."

"She is also a member of my people," The queen retorted back.

"Oh boy this won't be good," Peter muttered to himself as the argument between Green Lantern and the Queen continued on and on. John eventually brought up how there were no extradition treaties and that Themyscira wasn't recognized by the United Nations. Then Peter had an idea and decided to intervene before things got ugly and World War Three broke out between the two, "Hold it please!" Peter was now between them with both hands out in stopping gestures.

Seeing them take a step back from each other he sighed and went with his idea, "Okay how about this…Queen Hippolyta, you have to realize that the world has changed since your days when you and everyone moved to that island correct?"

She nodded she did have to admit that this man did have a point, when she first stepped foot in Man's World it was nothing like the world she remembered, "Go on."

"Okay well what if you went to the United Nations and asked to not only have your nation recognized but also asked to deal with her since she's a citizen of your people?"

Everyone in the room looked at him with an expression of thinking that over, he hoped that this was a good move as he waited nervously for what she thought about it. He really hoped that she went for the idea because the only other option wasn't pretty.

Queen Hippolyta thought about his words she was one of the most wisest of Amazon rulers and she realized that they may need a voice to be heard for her people and someone to watch over the affairs of this world in case they were a threat to her nation and her people, "Very well I see the logic in that, but who would I send? Donna?"

Wonder Girl was taken back by surprise but wasn't sure she wanted the position, she was still learning things and now to be the voice of all her people…It was a bit much and she shot Peter and her sister a pleading look from behind her mother.

"Actually no offence to Donna or nothing, but I think a figure that the public knows more about and respects would be more fitting," Peter said to her and he noticed Donna sigh and relax a bit and had to smile under his mask.

"There is no one else," The Queen said to him.

"Well…what about…" He looked at Diana and saw both women straighten up at that.

"No." The Queen said harshly to him yet on the inside it did hurt her to be so cold to her own daughter but she had broken the law, Diana hung her head accepting her mother and hr Queen's judgment.

Kara however didn't like this at all, "Now just hold on there missy. Why the hell not?"

"I agree with the kid on this one," John told her, "I know she broke that law but if she hadn't you Amazons wouldn't even be here to judge her."

"The law is the law and even I can't change it." She told them all but she wished she could.

Everyone was silent at that moment, everyone trying to think of something to say. Donna looked at her older sister with sad eyes, she wished their mother could lift the banishment so she could come home whenever she wanted so badly and she knew her sister missed home.

Peter had another idea but he hoped this one worked better, "Okay you said she was banished…but did you say how long?"

The Queen knew what he was asking but shook her head, "That will not work, it would look like I was going easy on her if I just let the banishment end."

Peter swore in his head and thought about her word doing his best to use that brain of his to think of a way then it hit him, "Well you can't just let it end…But what if you gave her a task to perform for your people in order to atone for her…'Crime'," He really didn't want to use that word, since he also felt she didn't do anything wrong.

Hippolyta thought about this, if she tried to atone for that by being the representative she could atone for that. She wouldn't be allowed back until she had done enough and Donna could relay any information back to the island, plus Diana had more experience with this world and the political forces in it. She wouldn't be out of her depth like any other Amazon that is IF any came forward for this duty…Plus deep down she wanted her oldest daughter back in her life. She looked at this Spider-Man, which Donna had spoken of on the travel here.

It was obvious her youngest had a thing for the young man and she smiled at him, "Donna has told me about her friends and about you. She said you are a great scholar and a warrior as well. I can respect this for we all try to hold onto the wisdom of Athena and yet keep our warrior skills as sharp as our minds."

She walked over to him and nodded her head, "It is good that my daughters have such friends," Then turned to Diana, "Diana come and kneel," She commanded and Wonder Woman didn't hesitate as she went down on one knee to her Queen.

"I charge you with being our Ambassador of the Amazons. With this you can prove yourself worthy of your heritage and regain the honor you lost. Do you accept this challenge?"

"Yes my Queen," Diana said smiling and felt tears in her eyes, she had a chance now a chance to go home one day.

"Then rise."

Diana did and was suddenly being hugged by Donna, "This is great, one day you'll be able to come home I know it," She said happily. Diana hugged her sister knowing it too and looked to Peter and mouthed 'thank you' to him for helping and he nodded to her as everyone else was just watching the happy moment between sisters. Even their mother although not showing it was happy that her family might one day be reunited back home.

**-Later-**

Peter, Kara were in the cafeteria eating a meal while everyone else had gone down to the UN to try and get everything cleared up. Both of them didn't want to go back after that last time, with all those politicians there they were both amazed things got done at times. Peter had the bottom of his mask lifted up over his mouth while he took a drink he looked over the place.

He saw Green Arrow talking to or more likely hitting on that blond woman he learned that was called Black Canary he also knew that the green archer had been hitting on her constantly the entire time he had joined up but the woman didn't seem to mind. He noticed Zatanna; a woman with magical powers in a female tux, top hat and fishnets on her legs was at the same table smirking as she watched him try his skills out on Black Canary. Peter didn't know if Green Arrow actually got a date with her yet but boy that man was trying…Not the Peter could blame him since the League opened its doors to all heroes there seemed to be a bunch of beautiful women here all the time.

He heard Kara snort at something and then noticed she was looking right at the same group, "Hey…Are you listening in?"

She blond alien girl smirked and he knew his answer to that, "I couldn't help it, besides Clark tells me to improve on it since I just got it and you wouldn't believe the lines that guy throws out." Peter shook his head and decided not to ask what he was trying out, there were some things he didn't want to know. "So…You going to the office party for Betty's birthday?"

Peter smacked himself on the head, he forgot that Betty from work was having a birthday and JJ ha managed to get a surprise party for her ready for before her work shift ended. "Oh crap I forgot about that!"

Kara had to smile and shake her head, living with Peter she had to become the one to remind him on certain details. He remembered to get the groceries and to take out the trash and laundry and clean and stuff like that but for the life of her never could figure out why he seemed to blank on things like that, "It's alright tell you what, after we get back I can help you gift shopping for her."

"Thanks I never know what to get anyone."

"It's no problem, what are best friends for?" She smiled at him and Peter looked at her face at that moment and saw just how bright and uplifting it was. He hadn't said so to her but having her around had helped him more then he had thought it would to deal with his life. She helped to make his life less empty and he had more fun with her around the apartment since the day he moved in.

He looked at her now and saw just how she was always full of life and that attitude of hers always helped to uplift him whenever he was down and he knew when he showed that, she went out of her way to cheer him up. She had become closer to him then anyone in his life at this moment and looking at her he found himself staring at her face and just knew she was also very beautiful. He knew that and other thoughts he had been having of her he shouldn't since this was his best friend but he couldn't help it.

"Hey you okay?" Kara said snapping him out of his thoughts, she had caught him staring in her direction for a moment but with those huge reflective things on his mask couldn't tell what.

"Oh, yeah sorry…I kind of drifted off there for a minute."

Kara thought that he had been looking at her and blush but turned her head to quickly hide it. She wasn't sure about how she felt about Peter, sure she liked him and even though she and Donna had gotten along now and were good friends whenever Donna flirted with Peter her jaw clenched. He liked her but not when she flirted with Peter, she knew how it sounded she had talked to Barbara about it and of all things she had laughed and said that she was jealous.

Her? Jealous? She didn't want to believe it but she couldn't help but think that what if she was? That would mean that she was attracted to Peter…Okay sure he was really, really cute and a very good friend but was she ready to try and jeopardize her friendships with him? She still remembered how they hadn't talked for a few days after that shower incident. She wasn't ready to try something she was afraid he might get weirded out or something.

Peter however had been having thoughts about their relationship still; he wondered what if he asked her out? Would it be too much? They had gone out together as friends and had a great time but what it he asked her out on a real date? He wondered what that would do to their relationship but after losing MJ he wondered if he would ever find love again but then how could he if he never tried? "Hey Kara…I was wondering…" He gulped trying to find the words.

"Hey guys what's up," They both turned to see Flash there. Peter was both annoyed and relieved that he showed up and guessed he might as well take it as a sign and focus on him now.

"Boy you have no idea, where were you?" Kara asked the red glad super speeder.

He sat down and shrugged, "Had this nasty business with a volcano, you going to eat that?" He asked Peter pointing at a bagel and he shook his head, "Thanks man I starving," He quickly gobbled it up as the two of them filled him in on what was going on.

"Whoa…So…Diana is going to do this and might get back home?" Flash asked them, he like the rest of the original League had wanted her to be able to go home again after that Hades thing but none of them had figured out a way so they had just spent the month after that trying to cheer her up. He remembered how depressed she had been after that and felt sorry for her.

"Yeah that's what we're all hoping for," Kara said nodded her head.

"Well this is great! I mean they had no right to do that to her, she saves them and then they kick her out?" Flash folded his arm across his chest and sat back, "Bunch of ingrates you ask me…Okay very hot looking ones I'll admit but still."

Kara rolled her eyes knowing even he couldn't go without commenting on their looks when talking about them, but she knew what he meant it was unfair.

"Well maybe she can tell us how it went," Flash pointed behind them and they saw Wonder Girl walked into the room, "Hey Donna!" He waved to her and she smiled and walked over, "So how did things go?"

Donna sighed and sat down, "I never want to get into politics."

"That bad huh?" Peter asked her.

"You have no idea," She sighed, "Well they accepted my sister as the Ambassador for our people just fine but it took some really hard arguing to get them to release Aresia into our custody. In the end we had to promise them that she would ever leave the island ever again and if she did she would be subject to their laws."

"Well I guess having an island of immortal warriors to guard another one in the middle of know where and the location being a secret is a nice place to put her," Kara admitted.

Donna nodded, "Yes that was the point that I think sold it to many of the members."

"Out of sight out of mind huh?" Flash said grinning, personally he liked the idea since it was the less likely chance she would show up again or cause another virus in a place stuck in the Bronze Age.

"Yes, so now it looks like my sister and I will be moving to New York know after all, it seems that we'll be getting special embassy there," Donna said smiling at Peter, "So looks like you'll have a few more heroes living there."

Peter shrugged, "Hey no problem to me."

"Yeah…Sure," Kara said but didn't sound too enthusiastic about it at the moment and Donna picked up on it and guessed the problem she and her had from time to time. It seemed she was a bit protective of Peter and to be honest Donna could see why. Peter was a great person and she didn't want to ruin the friendships she had with the both of them. She decided to try and think of a way for them all to the happy about this but would do that later, she was tired and covered a yawn. "Well…If you will all excuse me tomorrow I have to handle the detail to take Aresia back home for her own trail."

"Yeah good luck with that," Flash told her as she got up to leave and Donna waved a hand over her shoulder, "Man…I wonder what they'll do to her?" He asked the other two.

The both shrugged not having the slightest idea, "Don't know, maybe they'll try and rehabilitate her?" Kara suggested.

Peter tilted his head at that considering it, "Well it's not like they don't have the time to try," Given what he heard about them all being immortal while on the island and it also sounded they had a lot of spare time on their hands he figured they could easily find the time to try and help her.

"Yeah seriously," Flash laughed, "Well I'm going to get some chow," He was gone in a blur then came right back with a tray full of food and started to eat as the two young adults just stared as they saw him it was always a shock to see suck a skinny slim guy like Flash eat so much.

"You know…There are women that would _kill _to be able to eat without restraint and not have to worry about gaining weight." Kara said to Peter and he just nodded watching Flash nearly inhale his food.

* * *

**NEXT UP CHAPTER 21: ONE HELL OF A DAY**


	21. One Hell of a Day

Slickboy444: More into he relationship between Batman/Diana later, and I had this planned out with her for awile.

Dr. Doom: Thanks I do my best. I am thinking of making a villain for just him but Doc Ock arc is about to kick up.

WD Kain: Nice to hear from you again and that's a great story. I'll try and fit some of those ideas since I agree with them.

Commander: Interesting idea I may use it later on thanks.

Sithicus: Hey if you wan to throw them in there I say go for it I trust you, sorry about missing your fic I get distracted myself sometimes. I had to de research for this as well since I don't get the Unlimited series.

Anthony1: Later on he might go on other missions with the others and no symbiote as I've said numerous times no more Marvel villains.

X-Over: I'll think on those I might need to look them up and study the characters a bit.

DragonHeart,WolfSoul: Thanks but I'm not to sure about that, but you'll might like then end then.

The Uncanny R-Man: Yeah I had that embassy and ambassador thing planned ever since I brought in Donna. I never saw that arc with Harry I just heard about it, you'll see what Peter and Ock will be up to.

Doza: Yeah I'll be bringing that love triangle to a close soon and I hope it doesn't take me as long to update.

KaliAnn: Thanks and in the comics Diana is the ambassador so I figured kill two birds with one stone. You'll see in this chapter how the relationship with Donna goes, at least somewhat.

Silver Warrior: I got no plans for Man-Spider sorry.

Worker72: I agree I don't like to rush things, and considering who the Justice League are they might have been swayed, plus I really didn't want to write a bunch of people bickering for who knew HOW long.

Aaron: Yep I wanted to bring in a little DC comics element into this, don't know what you meant by the government.

Multifan: Nice to hear from ya again and that was the abridged version of Two-Face's origin I didn't want to go through the whole thing and just did that, I forgot about that movie but I figured Harvey was closer since that was Bruce's first love not a friend. I think Atlantis isn't concerned with the outside world that much, maybe later. Yeah but man wouldn't you want to be on a team with so many lovely and single ladies? I didn't want to go with any more angst with Peter this chapter then needed.

And thanks to everyone else as well and no there will be no working three way in this it's not Peter's style unless I do one for fun at another sight. Maybe I'll do The Demon's Head (Ra's Al Goul) later.

* * *

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 21: ONE HELL OF A DAY**

Donna woke up in her new room in New York. It had been over a week as she and her sister moved into the new Embassy. Her new room was a bit lavish and she wondered how this place was being built so quickly, then she had heard her sister talking to Batman and thanking him for his help. She smiled thinking this was his way of showing her that he cared by giving them a decent place to live. She heard that he claimed that he was just doing it to ensure their security and that of the League but she guessed that was just an excuse like how he came now and then to check up on the place.

She smiled at seeing how her sister tried to act normal and yet she could tell that she was trying to not only hide her feelings for him but also to get him to open up, although he did seem to talk to her the most out of everyone. He usually was the dark silent type but he really opened up, well as much as he does, with her sister.

But now she had her own personal love life to handle. Over the last week she had grown found of Peter and her friendship with Kara, she knew that Kara had to have feelings for Peter although it seemed she either didn't know it deep down or wanted to admit it. As for Peter…well who can figure out what goes on in a man's mind? She looked to see Diana at a table going over some papers, ever since she had accepted the role of ambassador she had to do a lot more work it seemed to get caught up and up to date, "How are you doing sis?"

Diana sighed and rubbed her temples, "By the gods if I had known about the paper work I think would have rethought all of this."

Donna walked up behind her and started to massage her shoulders, "Well it will all be worth it, you're working your way back home."

"I know, I know. It's the only thing that gets me through this."

Wonder Girl smirked as she had a thought that she was going to voice, "And you got me, your friends…and a certain man in black bat clothing at your side."

Diana turned her head a little sharply at her younger sister, "If you mean Batman then I guess so."

"Oh don't tell me he still hasn't made a move yet," Diana just turned her head back to the papers and sighed. She wished Bruce wasn't so emotionally withdrawn to those around him. She wanted to get closer but she also didn't want to push him away with it. It was strange how their relationship had changed from merely allies, to friends to…well she didn't know what they were now exactly.

Donna sighed and wondered if all women went through relationship problems like them or if the gods had cursed all Amazons with having bad relationships. Well she had a few thoughts on how to deal with her own problems that had been handled by Amazons before. Although those were out dated by today's standards they might have a few things that could still help her out.

"I'm sure it will work out sister," She said to the older sibling.

Diana sighed and nodded, "I hope so…I've never felt this way about anyone before and this is new territory for me."

Donna sighed and sat down next to her, "Yeah I know."

Now it was Diana's turn to smile, "Does this have anything to do with a certain hero in New York?"

Donna groaned into her hands, "I don't know what it is about him…he's nice and all and smart and in battle he's just so graceful."

Diana smiled looking at her and she thought it was kind of cute, "So you think he's not ready to date yet but want to." Diana knew all too well the pain and suffering that Peter had endured, she could still see in his eyes and seeing all that pain in the eyes of someone so young still broke her heart, more so after she had gotten to know Peter. He was such a nice person and to have all that done to him was just horrible.

"Well that's not all…see…you know that Kara is living with him, well I think she feels the same towards him but I don't want to ruin the friendship I have with her." She really did like Kara, but she saw how she reacted when she flirted with Peter or was close to him. After how things had been between them she didn't want to go back to being uncomfortable being around with each other, "I don't know what I'm going to do."

Diana thought about this, it was more complicated then her problem with Bruce. Then she remembered a story from her youth that was about two sisters who were at odds with each other after a battle and both claimed a captured man as theirs. What they worked out later became one of the laws to prevent further scenes like that. "Donna…do you remember the story of Theodora and Alexius?"

Donna tried to remember that story for a minute and ran it through her head. "You think that will work?"

Diana shrugged, "It's either that or you need to talk with her and maybe Peter too to see how he feels about it all."

Donna nodded and thought long and hard about what to do and all her options. She didn't want to ruin anything with either of them, she wasn't sure how strong her feelings were and she was also afraid that maybe Kara's feelings were stronger then her own, and if Peter chose her then what about Kara? She hated sometimes how things were just so complicated out in this world. But she would have to face the two of them sooner or later…maybe she could find them together later that day.

**-Later at the Watchtower-**

Kara and Peter walked into the Watchtower lunchroom, although it was more like a cafeteria considering its size and the people in it. They had come up form their place to see if anything was going on to help. The two of them walked over to the nearest table that at the moment only had Flash and Green Arrow sitting in it talking. "Hey guys what's up?" Supergirl asked them sitting down across from GA.

"Nothing much it seems evil has taken a holiday of late." The green archer told her.

"Tell me about it, it's kind of been a little slow and you know how I hate slow." Flash said next, he had been a bit bored lately with all the lack of activity and for a guy that lived in the fast lane like him that was near torture at times.

"That explains the girlfriend trouble." Spider-Man said smiling under his mask making Kara laugh and Green Arrow. Flash just looked a little confused not getting the joke. "I'm going to grab a drink, you want anything?" Peter asked her.

"Just a coke will be fine thanks." Peter nodded and left to get it. Not long after he was gone Donna Troy, in her all red uniform walked over to Kara. Kara herself got a little tense she didn't like how she had been flirting with Peter lately and it was getting on her nerves although Donna and her had gotten to be friends it still bugged her when she did that, but what was worse was she actually liked her and knew Donna didn't do it to make her like that.

Donna stopped right in front of Supergirl and looked right at her with a serious expression on her face. "I feel we need to resolve this thing with Peter. I know you desire him just like I do. In my culture when two warriors wanted the same man either they fought for him or there was the more practical action."

Kara was just stunned by her just coming out like this, sure she liked Peter but desired? And she really hoped Donna didn't want to fight it out. "And that would be?"

"Simply, we share him."

"WHAT?" Kara yelled out shocked. Both Green Arrow and Flash who had been listening to this in silence were really interested in this now.

Donna just went on not caring about Kara's reaction. "Yes we either shared him separately…or…we could share him together. I'm not opposed to the later option you are quite beautiful and I wouldn't mind it." She smiled at Kara, she was speaking the truth and this might get rid of any hard feelings between them. In her culture it was perfectly natural and sometimes it even made her 'sisters' even closer. On the Island all they had were women and it was common to see certain pairings now and then. She herself had dated a few times before leaving but if she preferred to shard Peter separately then she was just fine with that.

She just hoped that this would end their problem, given that any other outcome might just end up hurting someone. Kara just sat there completely and utterly shocked her mouth open. Flash had to be the one to speak up. "Uh…not to interrupt or anything but…are you bi by any chance?"

"I'm not familiar with that term." Donna said trying to think if she had heard of that word but was coming up with a blank.

"Basically it means you prefer both men and women." Green Arrow said clarifying it for her.

"Then yes, most Amazons are. We took males to mate with and over the last thousand years when we closed ourselves off from the outside world, we only had each other. And even women have…urges…that need to be satisfied." She told them.

"You know…that actually makes sense." Flash said out loud mostly to himself but Green Arrow nodded. Flash hadn't seen any children on that Island and everyone seemed to have been the same age. If they had no population growth then that would be easier to make sure they all could feed themselves on that island. With only women it was only natural for feelings to develop.

Donna turned back to Supergirl. "I hope you consider my offer." She lightly traced a finger on Kara's jaw line and winked at her before walking away. All three of them watched her leave in studded silence. Peter came back and placed the drink with Kara and sat down.

"What did I miss?" He asked pulling up his mask enough to take a drink and opened this drink.

GA turned to Flash. "You better move over one seat if you don't want to change your uniform." Flash didn't know what he meant but he did move one seat over.

When Peter started to take his drink Kara still in shock from what Donna had proposed was still staring where she had been when she told Peter. "I…I think Donna asked me to be in a three way with her and you."

At that Peter spit out his drink right where Flash had been sitting and Peter was coughing from some of it going down the wrong pipe. Green Arrow just had on this big grin at Peter. "I must say my boy I am impressed. I didn't get my first chance at a three way until I was older then you, my hat is off to you boy."

"I admit it, I'm jealous." Flash said with an equally big grin on his face.

Peter just sat there thinking how the hell he got himself into this. Okay so he had the occasional dream about that but there was no way he was going to go through with it. He wasn't raised that way and he wasn't that kind of man. He looked to see a stunned Kara and two grinning male heroes and wondered if he could just crawl out of there and hide. Okay sure he was getting over MJ and the others and he was thinking about dating again…but _this_ was just something he wasn't ready for.

Sure it was a fantasy for a lot of guys but actually going through with it…that wasn't him. "I…I think I need to go," Kara said standing up, "I'll see you later." She said to Peter, she really needed to think on this. Of course on her planet same sex relationships weren't taboo like they seemed to be on Earth but she just never had been attracted to other women and Donna coming out with that idea what just a shocker. She need to let this sink in and think about it all.

Peter was now left alone seeing the two grinning men and groaned. "No I am NOT going to do it."

"Why not?" Green Arrow asked him like he was insane, "You know how many times this comes along?"

"Not much I'll say," Flash admitted as he had gone out with two girls a few times but never got that open invitation like that, but then another thought hit him. "But then again this is Diana's little sister…"

The thoughts of a pissed off six foot tall Amazon warrior out for blood was a sobering thought but Green Arrow considered it, "It would be so worth it."

Peter exasperated and got up to leave, he figured he would go do some web swinging back in New York to clear his head and once again wonder how the hell he keeps getting into these things? It's like no matter what universe he goes into it has to keep throwing him curveballs. He swore he had some kind of Karma with a sigh on it that said 'screw with my life' on it.

'As if my life couldn't get any worse,' He thought to himself.

**-STAR Labs, New York-**

Dr. Steven Smyth and Dr. Debra Steward watched in awe as Dr. Octavius worked. He had completed his tentacles that moved like real limbs as they helped to construct the new improved device. It was a large ring with lots of wires and computers hooked up to it. With this new design they would be able to not only see but also maybe make a stable doorway to his world. Octavius had suggested the new design himself to make a more stable doorway.

"This is incredible," Steven said to his finance and partner watching him work on several machines at once. The arms either held tools or the tips morphed in some way to make them. They were usually smooth and rounded off with red camera lenses in the center but they turned into claw-like fingertips or turned into long sharp tools for cutting and more for screws and other tools.

"I think it's kind of creepy," Debra said hugging herself. Ever since she saw those things they gave her a chill. Plus he seemed to act strange around them, he had told them they had an AI built in that responded to his brainwaves but the way she had caught him acting to them, even talking to them when he was alone. He talked to them like they were alive and it was disturbing, she was starting to think that maybe he wasn't mentally sound.

Steven wasn't sure why she had been a little uncomfortable with him lately, she had told him about seeing him talk to his arms and when he asked him about it, Octavius just smiled and shrugged and said that he had worked alone a lot and he talked to them like how some people talked to plants. That was good enough for him, besides he was very intellectual and fascinating. With his metallic limbs they were months ahead and they were just now ready to test out the device.

Both doctors stood behind a main computer with several screens with various data on it. "Okay Dr. Octavius is everything ready?" Steven asked him.

He turned around and smiled, "I believe so."

"Alright let's slowly power it up and see what happens," Debra said sitting at her computer issuing commands and slowly started up the generators. There was a steady hum of power as the lights and parts of the circular ring started to light up. "It's at forty percent," She announced.

At sixty there was a faint glow from inside the circle and Octavius felt the hairs on his arms standing up from what felt like a static in the air but it passed quickly enough. When it was at full power there was a bright flash like that other times only now the doorway was opened for longer then just a few seconds. The three of them looked into the portal and saw what looked like New York.

"My god…did we really do it?" Steven asked as he tried the controls they had set up to 'move' the portal around the world. So far he only moved it a little not wanting it to hit something as he repositioned it above the city and then he saw something very large land mass in New York city bay that he didn't remember seeing there.

"What the hell is that?" Debra asked seeing the large military structure.

"That's the Triskelion," Octavius said trying to keep the scorn out of his voice, "It's home to a government team called The Ultimates." He also didn't mention the state of the art prison there where himself and other like Magneto and the Hulk had been kept at one time or another and he wasn't planning to return to that cell.

"I wonder if it's stable?" Steven asked himself looking over the readings that he was getting.

"Only one way to find out…see if you can find a newsstand will you?" Octavius asked them and they tried their best. It took nearly twenty minutes to figure out how to move it accurately and to find one. When they portal settled in front of one they would see many people reacting to the portal and guessed it was two way, at least for seeing but traveling was another thing. There were no sounds and they guessed that sound weren't traveling through the portal.

That suited Octavius just fine, he didn't need anyone to shout out, 'Look it's Dr. Octopus! Run!' just yet. When they reached the news stand he sent a tentacle through the portal and snagged one of the papers and pulled in back in. The look on the man's face was priceless.

"Well I would call that a success," He said reading the paper in his hands, "You might want to shut it down before someone gets the idea to jump through it." He also didn't want anyone to call the Ultimates and have them show up.

"I think he's right, we got enough data as it is," Debra said shutting down the powers as the portal faded away, "I'll start putting all the data together."

"Good idea we don't want to lose anything." Steven walked over to Octavius and looked at the paper that said Daily Bugle on it. "Anything interesting?"

Octavius shook his head, "Not really, the Nikes are still playing like crap it seems," He was also glad there wasn't any mention of his escape but that was to be expected he was old news by now, that is if Fury let it out that he had just disappeared from his cell and he doubted that. It did seem that mutants were back in the headlines, so surprised there.

"Well this is a glorious day!" Steven said happily thinking about his life's work almost completed. They would open a world to another Earth and the possibilities were endless. New Trade and travel and new worlds to explore without ever leaving Earth, it would make space exploration look trivial.

"I'll say," Debra agreed smiling as all their data was burned onto a new CD. She took it out and put it in a protector and placed in on a desk. "So should we do more tests now before or after we call the press?"

"I think we should tell the director he's most likely want to know what we've been doing down here anyway," Steven laughed. The director had asked him a few times how far along he was on their project but thankfully wasn't too pushy on it. "Plus we might as well tell them about you my friend before we make contact with your world. I bet they are wondering what ever happened to you."

Octavius nodded, "I'm sure they would be."

He had hoped that they would have failed he might have been able to just walk away but now he had no choice, they knew him and where he came from. If it got out Spider-Man would be on him and if the other side did he knew Fury would send the Ultimates after him as well. He had planned for his over the months being here and he was now ready to implement it. He had researched all this data enough times that he was sure he could make another with time.

He didn't want to be in the same reality as Parker it was just too dangerous and maybe he could find a world without all these so called 'super heroes' around. But two things first, one was revenge on Spider-Man and then flee to another world to escape retribution from his friends and allies. Second was to ensure that his presence in this world stayed secret. And he had to take care of this now as his 'friends' agreed with his choice.

They didn't like the woman especially since they looked at them funny and he also didn't like the way she looked at them. He walked over closer and was glad that there were no security cameras here and the thick walls would help keep silent what he was about to do.

Steven had no idea it was coming, one moment he was talking to Debra, his sweat beautiful Debra the woman he wanted to marry and spend the rest of his life with. The next a silver streak flew by and hit her in the chest and still went by pinning her violently against a computer server denting it. She had made this gurgling sound and looked up at him horror in her eyes at the thing in her chest, blood coming out of her mouth and nose from internal injuries. Then the tentacle was yanked from her chest leaving a bloody hole in it as she slumped to the floor.

It all happened within seconds but stretched to eternity for him, his mind not fully accepting the horror that had just happened. He slowly turned around to see the man he considered a friend looking at him with s grim expression not sure why he had just done that. Then in a blink of an eye one of the tentacles grabbed his face and he flew back letting lose a scream. The last thing he saw was Octavius's face as his head was slammed into the metallic wall with such force as to make a loud sickening crack sound. His body went limp and Dr. Octopus let him fall to the ground dead.

He moved to the desk and picked up the data CD with all the current research, it would be easier this way. His friends searched and pick out the wallets from his now dead colleagues, he would need the money to start off and take a long coat that he knew Steven had. Before he left he ripped apart the ring and tore into the computers trashing the lab. He didn't want anyone to know what was going on in here. He found the right chemicals also and placed them in certain places. He would try and make it look like a chemical fire had broken out as he took a hot plate and placed an unstable chemical that when heated would explode.

He left the lab for the last time and as he made his way through the halls his tentacles hidden by the large brown coat he heard the muffled explosion and felt the vibrations. Then a fire alarm sounded as everyone in the building started to flee for the exits, in all the commotion no one noticed him leave the scene as he walked for the first time onto the streets of this New York.

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**NEXT UP CHAPTER 22: RELATIONSHIP ADVICE**


	22. Relationship Advice

Slickboy444: Glad you liked that part with Donna that was fun to write. I really don't see their relationship going faster then gradual with Batman involved.

Commander: This is ULTIMATE Spider-Man, NOT regular Spider-Man. Get that strait and NO other Marvel characters will show up in that reality. I've said that TOO many times as it is and I'm sick of repeating myself.

Sithicus: No I don't mind that numbered system I like it. That thing with Roma reminds me of my Exiles fic there's a character called Guardian in that, who sends the Exiles on missions to other realities. Yeah someone else knew that I was going to have Ock kill them out. Yes all of those are part of the same universe.

Sean Malloy-1: Maybe in a later chapter Catwoman will show up and if I do a Spider-Man/Teen Titan crossover I think it will be in a spin-off of this.

X-Over: There's no Project Cadmus in this fic maybe in the sequel I will. As for the other reactions, I'm not sure I can fit that in but I'll try.

Doza: Glad you liked that second part so much and I don't want to give the ending away so sorry I'm not saying anything about Ultimates or X-Men. I'll get back to the AGU when I finish off a few fics.

KaliAnn: Oh trust me Doc Ock will have a major plan, let's just say he'll fight fire with fire and leave it at that for now. Yeah I did put a spin on it and way does everyone want to see that? LOL. Anyways he'll pick one but I may do a what if with the three of them later.

Comics Girl: I hope to make him go are more missions but I got a lot of drama I would like to show as well. No Sinister Six and this is Ultimate Spider-Man that team was just called The Six. You'll see a training room thing soon trust me.

Aaron: As I've stated before I don't get JLU I haven't seen a single episode so I wouldn't know anything about what you just said and have no clue who she is. Yeah most guys do but then you got to think of all the problems living with an arrangement like that would bring up.

Multifan: Yeah I wanted to show the woman's side of things with trying to figure out men with that line. Well maybe I might to a What If, with all three of them together. But he'll have to chose one, just so his life is easier. Yep no clean slate you forget, he was psycho to begin with.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

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**AN: READ THIS! **

**This is the LAST time I'm saying this, I have many other fics and I can't give perfectly updated timetable so just be patient please I will always finish a fic so just be patient so PLEASE, NO MORE comments on long updates, I've heard enough of those to last a lifetime. Also Cadmus will NOT show up in this but if I do a sequel then they would be the major force in it and NO other Marvel characters will show up in that universe, so STOP asking please.

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**

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 22: RELATIONSHIP ADVICE**

'I…am either SO screwed, or SO lucky…I'm just sure which…' Peter thought to himself. He was over looking the Earth from the observation deck just sitting on a rail wondering how is it that he could be in a different world yet the same crap seems to follow him? He never had a normal relationship it seemed, somewhere along the lines things just happened to make it messed up. He swore it seemed like some demented writers were just screwing with his life just to make it entertaining.

'Well if they are then I hope they all hear this…SCREW OFF AND LEAVE ME THE HELL ALONE!' He thought, but he knew that wasn't the cause. It was too depressing a thought.

He signed thinking about this problem. Donna liked him and for some reason offered to 'share' him with Kara. Now why would that be? Why Kara? Was it because they were living together and Donna thought that they were…friends with benefits?

Okay sure he admits now that he's attracted to both girls. Donna looked like a younger Diana and hell any man could see how beautiful Wonder Woman was and it apparently was part of the family since their mother (who seemed only to look to be in mid to late 30s) wasn't bad looking either. And he did have fun with Donna; the world was so fresh in her eyes and wondrous.

Then there was Kara. She had been one of the first friends he made here and they had been there for each other. He still remembered that day on the barn. It seemed like a lifetime ago but in reality was about six months. He couldn't believe how long it had been. Plus He also never forgot what Kara had looked like in just that towel. He shook his head trying to forget that for now.

Even though he had put the deaths of those of his former life behind him or at least got over the worst of it. He still missed them all so much that it hurt and he knew that would never go away, he really missed his family and MJ. But he figured it was time to try and move on but the question was with who?

He figured he needed some advice and thanks to the fact that there were a few people that actually knew who he was he could go for advice. Although now that he thought about it only a few of them, he didn't feel like going to Diana and there was no way in hell he was going to Clark. He was just lucky he hadn't heard what Donna had offered since it was all over the place by now. He still kept getting mixed looks, the men looked at him with curious or envious reactions and the women. Well they either looked at him like what was it about him and a few more them just curious glances and he wasn't sure what they were thinking. A few though he got the feeling thought that he was going through with it thought of him as a pig he guessed.

Besides if he went to Clark what was he going to say? Hey I need help to know if I should date your cousin whom I am living with or this other girl or both? Yeah right. He was fast and strong but there was no way he was faster then a speeding bullet or stronger then a locomotive and he was sure that if he said that there might be a Spider-Man size smear on the floor.

"Troubled?" Came a deep voice from behind making him jump.

He turned around to see J'onn there with a small smile on his face, "Jeez don't you ever make any noise?"

"My apologies, but you seem to have a lot on your mind."

"Oy, you have no idea…well if you looked you would but I know after that first time you haven't been in there."

J'onn smiled at the humor, he knew it was his way of dealing with stressful moments much like Wally did. "That is true." He stood next to him and looked out at the blue world that had become his adopted home, much like it was for Peter and Clark. "I take it this is about a certain two ladies?" He was amused as his head suddenly just dropped.

"You really can't keep a secret up here can you?"

"Not when it was Flash and Green Arrow who saw that, no."

"I have no idea what to do…have you've ever been in this situation?"

The Martian shook his head, "No I have not. I take it you don't know who to choose?"

"Yeah pretty much…I mean I'm not the kind of guy to go out with two girls at the same time…no matter how tempting." He muttered under his breath.

J'onn thought about that for a moment, "When I met my wife we were friends for many years and we shared much together until we both realized that our feelings were growing."

Peter nodded, that sounded a lot like what he and MJ had, "How did you tell her?"

"I just did, we were a very open people. But I was afraid of rejection still. She was the love of my life and no one will ever replace her in my heart. But I knew she was for me because I honestly couldn't see my life without her."

"So…what your saying is…follow my heart?"

J'onn nodded his head, "Is there any other thing to follow? You must listen to your heart as it will tell you what you really want."

Peter thought about that it was obvious but only one problem, "What if I don't know what my heart wants?"

"Then you just have to figure that out for yourself. I can't tell you that only you can. I'm sorry if that's not the answers you wanted but maybe this is something you have to find out for yourself."

Peter got off the rail, "Well thanks anyway I think I need some time to think on this."

J'onn smiled and nodded, "By all means." He watched the young man walk with a very troubled mind and he hoped that he found the answers he needed.

**-Gotham-**

Kara was on her way to see her best friend Barbara Gordon, who was also the female hero Batgirl. She really needed a friend to talk to about all of this and no one was better then her. She had been lucky to find her just getting out of her Batgirl suit for the night. She had told her the entire story about Donna, her seemingly jealousy towards her affections towards Peter and that offer she had made to them.

It was at that point that Barbara just burst into laughter. Kara crossed her arms and pouted at her friend, "I am _so_ glad you find this funny."

"I'm sorry but it is funny," Barbara told her friend composing herself in her apartment. "But I was wondering when something would happen with you two, although this wasn't what I had in mind."

"What's that supposed to mean?"

Barbara gave Kara a knowing look, "Kara you live with him, talk to him all the time, see him all the time. You are in each other's lives and are as close as a man and woman can get without being in an intimate relationship…you care for Peter."

"O-of course I care, he's one of my closest and best friends!"

Barbara sighed, "Kara, I've seen the way you two are. Trust me there's an attraction between the two of you, I've seen it. You care for Peter and more then just a friend." Kara just sat there shocked that she said it. "Kara think about it. You said so yourself you feel jealous with Donna after Peter, and can you honestly say that you can see your life without him?"

Kara thought about that, could she? Peter had been a wonderful addition to her life, she like, no loved hanging out with him, fighting crime with him, living with him. He was such a wonderful person and when she saw him hurt she would find that she hurt as well. She actually looked forward to getting home and seeing him there. She sat there thinking about all the things that they did together and all the fun and pain they shared and then she thought about not having him suddenly in her life.

The emptiness that she felt surprised her and then it finally dawned on her. "Oh god…I do have feelings for him…" She whispered out.

Barbara gave her a sympathetic look and walk over to her and sat down placing a hand on hers, "Yeah know you know…so what are you going to do about it?"

"I…I'm not sure. I mean Donna's offer would make it so no one gets hurt at least at first." Her friend was surprised by that statement so she clarified, "Barbara I come from another world and society remember? We never had anything against same sex relationships although we never had these three way relationships however and I'm not sure I could just share him with another girl or something like that."

"Wow…I never thought of how Kryptonian society was like."

"Yeah it was different then here that's for sure. But even though I'll admit that I'm not against it, its just too much trouble. I mean what if one of us falls in love with the other and down the line? Sooner or later Peter would have to pick one of us and that would be harder the longer this goes on."

Barbara nodded, "Yeah I can see that, I mean sure it might be fun…I guess…but you can't have a long lasting relationship with that. So…I guess you'll just have to tell him how you feel and see where it goes from there. I mean if you don't tell him how you feel you might loose him."

Kara looked at her for a minute, "You should take your own advice with Dick."

Barbara blushed and looked away at the name of her ex-boyfriend who was still close in her life. Yes she loved him…and maybe deep down she still did. But they had run into a complication in their relationship the worst of it was over with, but they had both were comfortable being good friends again. But there was this part of her that kept asking what if things could go back to the way they were? What if this time with no secrets between them they could make it work? "Kara, Dick and mine relationships is…complicated at the best of times."

"Still doesn't change things…tell you what I'll make a deal with you. If I can go to Peter you go to Dick."

"I…don't know…" Kara pleaded with her and looking into those baby blue eyes Barbara wished she knew how Bruce was able to just turn off his emotions at times like these to not be effected. She figured she must need to get her head examined but she gave in eventually.

After that they just sat there a moment until Kara spoke up, "You got any ice cream?"

"Oh yeah, and I think I need some too," She walking into her kitchen and later came back with two bowls and handed her one, "So…you said that on your world same sex was normal? You've ever been attracted to another woman?" She had to admit she was curious about her best friend, Kara never really talked about Argos and she wanted to learn more.

Kara took a bite out of her ice cream and shrugged, "Not really, I mean sure I'm comfortable with saying who is beautiful and attractive but I've never had a thing for women. I'm pretty sure I'm into men anyway so don't worry."

Barbara laughed, "Oh I'm not but for what it's worth I hope this works out for you two."

She smiled at her and nodded, "Thanks."

Across the city under Wayne Manor Peter was stepping into the Batcave. He had only been there a couple of times but he was also one of the few that knew where it was not to mention Batman's true identity. He also wished that if anyone knew how to handle women it would be him. He had heard how women somehow kept throwing themselves at him so he figured he might have at least have two after him at the same time. If not then he might have at least _some_ advice.

He was also tempted to talk to Lois about this but he didn't want to mention him and Kara and Donna in Metropolis, you never knew if a certain someone with super hearing overheard some of that and got the wrong impression. Sure Clark was a nice guy but he preferred to go to Clark last since this was with his family member. "Hello? Anyone home?" He yelled out hearing the echo bounce off the cave walls and the sounds of the bats as they were disturbed by his voice.

Peter walked through the cave/museum and it always surprised him at all the things he collected. He also wondered how in the hell he got that giant penny in the cave he was looking at. The thing was gigantic and he wasn't sure how you could get something like that in here. He walked over to the main computer and was tempted to look up his location but the last time he had been here and was stuck waiting with a few of the others he tried to access it. He tried many different passwords but none worked so he went for a walk.

He found all this fan boy stuff from something he never heard of in a small room and went back and typed in 'Gray Ghost'. It worked but when Batman finally showed up he could tell he was pissed that Peter had accessed his computer. Of course that was months ago and Clark had been there to cool him off.

He was brought from his thoughts as a familiar roar was heard and he saw the Batmobile return and the Dark Knight step out. Bruce was curious as to why Peter was here, no one actually visited him for social calls and he preferred that too. This was a place where he worked not socialize. He walked over to Peter and nodded once, "What's the trouble?"

He shifted a bit nervously and he didn't know Peter to get nervous about any kind of trouble about Crime fighting. "Well…see here…I need advice…on women."

Bruce just stared at him wondering what he was thinking coming to him of all people. Sure he had lots of women in his life but it wasn't like he had ever had a decent relationship with any of them. No what wasn't true there had been one woman he nearly married before be became Batman…but that ended badly.

"You do realize who you're talking to right?" He asked him in that monotone voice of his.

Peter gulped and nodded and filled him in on his current trouble and why he came to see him. Bruce had to admit that was something he had never had to deal with exactly like that. Plus given the fact the two girls were related to two of the most powerful people on Earth it was understandable that he wanted not to screw this up in the worst possible way. "You want my advice? Don't."

Peter blinked a few times under his mask, "Don't? Don't what?"

"Don't pursue a relationship with them," Then he just walked past peter just like that.

Peter was just silent a moment then threw up his arms and shouted, "That's the best advice you got!"

"It's easier this way," Batman said over his shoulder.

Then Peter thought maybe Batman wasn't the guy for this, "Is that why you don't try and go out with Diana?"

"That's none of your business." Bruce said coldly and then sat down at his computer, "Besides the closer you are to someone the more vulnerable you are."

"That's not true."

"Tell that to Gwen, MJ, your Aunt and how many others?"

Peter froze at that and his fists clenched. "That was low Bruce." He said in a cold and slow tone.

He turned from his monitor and stood up to face him, he had to give Peter a cold doze of reality. "The more people you are close to the more you and they will get hurt."

"I know that! Believe me I know!"

"Then you should distance yourself as best you can."

Peter didn't agree with that at all, "I can't do that Bruce. I'm not you; I need those close to me to give me strength to go on. I can't live like you do pushing everyone away." Then Peter just had to wonder why he did it, why he always pushed people from him all the time. Even those closest to him he kept at a distance.

"Bruce is that why you never allow people close to you? So you don't have to go through the pain of losing them?"

Bruce didn't look at him but just turned his back. "So?"

"Bruce this is because you lost your parents isn't it? That you don't want to go through that pain again." Peter was finally getting why he acted the way he did, why he closed himself off. "Damn it Bruce I lost my parents too but I didn't let it kill me inside. I lost my entire family, hell I've lost just as much or even more people that I cared about then you have. If ANYONE knows your pain then I do!"

Bruce had thought of that, it was one of the main reasons that he took an interest in him. Like Dick and Tim they knew what it was like to lose your family. To feel that never ending pain inside of you. He devoted his life to the pursuit of vengeance.

Peter came here for advice and now it looked like he was giving it, he might have laughed but this wasn't the time for it. "Bruce…I've lost everything…but with the help of you and the others I've manage to pull myself up again and start a new life here. If you keep this up you'll just end up alone and then you'll look back and wonder if it was all worth it."

"That may be fine for you but I have my owe way of doing things." He told the young man as he towered over him. Peter hated that and it only just gave him an more imposing look. "Besides you know as well as I do that those we get close to always suffer."

Peter didn't replay at first. Was it better not to get involved like he said? After what happened to everyone he knew had been killed. He could really understand that, not having to worry about someone close dying again and never having to go through that pain. Maybe that was another reason. "You're scared."

Bruce looked at him sharply, "What?" He asked him with a hint of a dangerous tone in his voice.

Peter really looked at him and now it all made full sense. "You're scared. You're so scared of losing another person you won't allow it. You won't take that chance…I've seen you go up against things that would make people wet their pants but deep down…you're scared of losing people like your parents."

Bruce was tempted to hit him right then and there. He was making dangerous assumptions about him and he didn't like them. "I think you should leave." He said before things got out of hand and he went back to work.

Peter got he feeling that he should do it. But as he left he had to say something, "Bruce…if you are or aren't just think on this. Diana is a great woman who likes you she knows both sides of you and accepts that. Plus she's a tough woman and you know if anyone will outlast you she would. So just think on that Bruce…I've though of what my life would have been like without MJ. I mean she might have been still alive but my life would have been empty."

"I treasure what I has with her, yes it huts to lose her. But I wouldn't want to lose what I had form it, trust me on this. You don't want to wake up one day old and alone with nothing to show for your life that mattered. Besides I'm sure your parents are proud of you, but would they really want you to be alone for the rest of your life?" Peter left him alone and Bruce was still working on the keyboard but found it difficult to concentrate. Peter's final words kept ringing in his ears and wouldn't stop.

He stopped working and sat back thinking about it all. He couldn't help if there was a hint of truth in Peter's words. He thought back to all his relationships. Selena was a thief, Talia was the daughter of one of his worst enemies, not to mention a few others. But did he give any of them a real chance? Then there was Diana…they were from two different worlds but then again…she was closest to him then any other woman.

He sat there in the dark of his cave wondering about things.

**-Watch Tower-**

"Well here I am again back to square one," Peter muttered sitting right back on that same railing he was on earlier that day. He felt he was no closer to an answer then when he started. So far he hadn't talk to Flash but Peter doubted he had any advice other then to go for the ultimate thrill.

He was so engrossed that he didn't hear a certain couple walk up behind him. "Well I guess you're still thinking on things." Came a female voice and he turned to see both John Stewart and Shayera Hol AKA Green Lantern and Hawkgirl. He also noticed that she had stopped wearing her mask now.

"Let me guess you both hear?" Peter asked them with a sigh.

"Heard what" John asked him.

"Yeah and boy I wouldn't want to be in your shoes." Shayera said with an amused smile and shook her head at him.

Peter just groaned, "Yeah glad you find this so funny?"

"Find what funny?" John asked her with a confused look.

"Well you got to admit it is somewhat."

"If it wasn't me then I would agree with you but so far this is a royal pain in the ass."

John was losing patience now, "Will somebody tell me what is going on?"

"What you didn't hear?" She asked him wondering where he had been but then again she knew he wasn't one for idle gossip. She explained it all to him and she had to admit the look of surprise on his face was funny.

John looked at Peter with a curious expression, "Boy I don't envy you."

"Tell me about it…" Peter groaned again, "I've been asking for advice all over, even Batman."

"You went for Batman for relationship advice?" John asked him not sure if he heard right.

"It seemed like a good idea at the time."

"Well anyway you know you got to pick one." The Lantern told him bluntly.

Peter rolled his eyes but under the mask it was lost on him, "Thank you captain obvious."

"Well you're also going to have to figure out how to tell the other girl too," Hawkgirl said and Peter hung his head. He hadn't thought of that. He came to the conclusion that life was never easy at least not his.

"Look just follow your heart," John told him, "I did when I told Shayera how I felt about her. I never regretted that day or that moment in my life." He say her smile at him in the corner of his eye and smiled back at her. He had to admit their relationship had been built back up to where it had been before her people came and he was glad for it. He loved her and he never wanted to lose her like he nearly did when the League was close to voting her out. He owed Peter for speaking up for her and helping her to stay.

Peter listened to the same words that J'onn had told him. Maybe that was all he needed to do, but he was tired and maybe in the morning he would know what do to.

"Why don't you just sleep on it? Come at this with a fresh perspective." She told him and he nodded.

"Yeah…that sounds like a good idea," He hopped down the railing heading for the transporting room. "Thanks guys I mean it."

"Anytime, Peter." John told him with a nod.

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**NEXT UP CHATPER 23: NIGHTMARE OF PAST PAIN**


	23. Nightmare of Past Pain

Slickboy444: Well Bruce has been having women throwing themselves at him so he was a good choice for that given Peter's got two of them plus I wanted to show reasons for Bruce's inability to get close. But I guess he'll just have to let the other girl down gently.

Commander: Don't worry I got the perfect use for that thing with Doc Ock and it will be good, I got the end all planned out.

Sean Malloy-1: She'll prove herself in the end trust me. I haven't been able to think of a decent reason for that guy to go after anyone but Batman.

The Uncanny R-Man: Yeah it was that woman but I forgot her real name. When was he with Poison Ivy? And J'onn just seems like the most calm and wisest of them all.

AnT: Well like I said he brought in Tim and Dick because they reminded him of himself. Barbara he didn't have much of a choice. Plus even with the Bat-clan he still keeps them at a distance still, just not as far as others. Yeah I know she was killed but they're bringing her back I think.

KaliAnn: Giving his track record in relationships I think he just didn't want to really screw this up. Yeah that's why I think Bruce can't commit deep down he's too scared to and I agree with you on your last statement.

Scorpion-X: You'll see who he chooses real soon, glad you liked The Question one and from the theories I heard that candy bar one would be kind of mild to what he's said before. I have no idea what episode if any I'll do next.

BlazeStryker: Well I didn't know that about Star, and for your questions. 1) I've never done that yet 2) Not to my knowledge.

Nighthawk: Sorry about the move and no Peter won't go through something like that.

Aaron: Yeah thanks, I wanted it to be both serious/funny to keep it interesting. I figured Bruce's number to relationships he knew how to handle all the tough ones. I wanted to add in Kara's POV in this when writing to show how she was handling this too.

Dr. Doom: Don't you ever read Author's Notes? I clearly stated in the last chapter what I had planned.

Multifan: Yeah I thought about that writers part on the spur of the moment. Even I don't remember writing that part with Mayhem. Well I think J'onn is the most level headed out of all of them. I wouldn't know that about Hawkgirl but then she didn't leave in this fic so that's changed.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

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**AN: This is also the LAST time I'm saying that I don't GET the Justice League Unlimited show, I wish I did but I have to work with are episode summaries.** **Please remember this. I may not do anymore episode based chapters, I'm not sure if I will because I don't get the show and some summaries aren't that good.

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****JUSTICE LEAGUE: THE SPIDER**

**CHATPER 23: NIGHTMARE OF PAST PAIN**

**-Ultimate Marvel Universe, 6 months ago-**

Peter was walking home; it had been one of those days. Sometime he hated his life, he had to pull overtime at the Bugle and Norman was still on the loose. But at least school was nearly out and then it was on to collage. He was looking forward to that, no Flash Thomson or others like him around and he could have a fresh start.

He was also moving in with MJ. Peter smiled at that, the two of them have had a rocky relationship over the last few years. They had broken up twice but they always got back together stronger then ever and now they both knew it would work out. They had discussed this and felt that sharing a place would not only cut down on the rent but also would allow them to keep their relationship alive given how busy collage life was.

He had dreamed of this day. Aunt May have voiced her opinions on a man and woman living together that weren't married but she gave them her blessing anyway. MJ's mom was a bit more liberal about it but she liked him anyway given that she saw how happy he made her daughter. After MJ's father left them her life seemed to be better with him out of the picture.

Harry had also been released a few months back completely cured and doing much better thanks to Fury and SHIELD. They were able to reverse the effects and turn him back into Harry and not the Hobgoblin. They were all getting together tonight to celebrate their new lives. Harry got control of his father's company or part of it so he was paying for the collage as a way to thank Peter for helping him get his life back.

He was walking back on that familiar street smiling to himself, for the first time in years he felt life was finally going well for him. Little did he know that this night would change his life forever just like that day he was bit by that spider.

He was nearly home when he heard a roaring sound in the sky. He looked and saw the Green Goblin and his glider. Sure Norman could fly on his own and make these explosive fireballs thanks to the OZ formula, but last year he made the glider as a portable weapons platform. It held lots of firepower and was somehow linked to his mind. It was filled with whatever weapons he had at the moment as well, he used it once to fend of The Ultimates and since then he used it form time to time.

That evil laughter was heard as her zoomed overhead and Peter's eyes widened in horror at where he was going. "Oh God no…" Peter whispered to himself and ran, he ran as fast as he could. He wasn't far from the house when he saw the Norman dive bomb it and several missiles came out of it hitting his home.

He had to cover his face from the explosion and was knocked from his feet. He looked at the devastation and his heart froze. The house was in flames the front of it was blown open and his only hope was that they had been in the basement or in the backyard. He ran to the building jumping through the hole looking for survivors in the smoke and fire.

He yelled out for everyone, but heard nothing. His heart was beating in his ears it seemed as he tried to find them. He felt the flames lick at his body and pushed on, coughing from the smoke burning his lungs. He called out again and again coughing as more smoke got in his lungs. Then he felt something against a foot and saw it was a hand.

There was ruble over where the wrist ended and he quickly tore off the wood and saw it was Harry. His face was frozen in shock it seemed as his eyes just started out into nothing, part of his face covered in blood. He felt like throwing up knowing he was dead. But he had to find the others. He heard the support beams starting to give out and a piece of flaming wood nearly fell on him but he moved on.

Then he saw two forms on the ground. He ran through the smoke as it was starting to fill the room faster and faster and saw the bodies of his aunt and the love of his life. It looked as though MJ and thrown herself over May and he saw splinters of wood in her back, her shirt soaked with blood. "Oh god no, please no." He pegged and prayed. He turned MJ over and she moaned a bit. He looked at May but her heard was at an awkward angle.

He closed his eyes not looking, it had looked like the force and the landed had broken her neck. He looked down at MJ whose eyes slowly opened. "….Peter?" She said in a weak voice.

"Shhh, don't talk please. I'll-I'll get you out, you'll be safe. Please MJ don't die on me I couldn't stand to lose you to." Tears were falling from his face as his.

MJ looked up at into him and smiled sadly. She didn't feel much of anything and she knew that was a bad sign. She was trying to think straight but it was hard, but some part of her just knew that she was dying, that this was their last moment. She felt tears starting to fall from her own face slightly mainly because she didn't want to leave Peter alone to deal with this. She wanted to be there for him but she couldn't.

"P…Peter…I…Love you…" She wanted to tell him that just one last time, she wanted to tell him so much more but it was getting dark and harder to see.

Peter had heard her say something but missed it as he managed to carry her to the backyard. He fell to his knees coughing. "There see MJ we're out, I'll get you to a hospital and you'll be fine just fine…MJ?" He looked down and saw that she wasn't moving. "No…NO!" He shook her and felt for a pulse but couldn't find one. He tried CPR not wanting to let her go but eventually he stopped. Tears coming freely as his shoulders started to shake. He felt like he was dying inside.

"Well, well, well. Who knew that the brave Spider-Man cried like a baby" Peter looked up angrily at Norman there floating in the air.

"WHY?" Peter shouted to him.

"Simple, you took everything from me so I return the favor. It's time to come full circle Parker, time for it to end where it all began." With those words said the Green Goblin took to the skies. Peter just held her as the house behind him finally collapsed and he just cried his heart out. When his parents died he had been too young to fully understand it, when Uncle Ben died he never felt so horrible, then Gwen, and now the only other people that cared about him and who he cared about were dead…he didn't even tell MJ that he loved her back.

When the sirens came Peter gently laid MJ down and closed her eyes kissing her forehead. In all the confusion it was easy to slip away and he picked up his backpack that he dropped earlier. It held his costume the only one he had at the moment and pretty much all he had left in this world. He found a place to change and made his way to the place he knew Norman would be.

It had taken some time and fill with a cold rage he hadn't felt in a long time he made his way to the old Oscorp facility where the spider and OZ formula had been made. The place had been shut down my SHIELD for sometime now and as he entered the place he knew that after tonight one of them wouldn't make it.

Peter searched through the building, it had been years since he had been here but he knew where he was supposed to go. The Lab. The lab where it was all started from, and he knew that Norman was waiting for him. Harry was going to turn this place around make it do more human research. He stopped for a moment remembering his friend that was now dead. Peter's fists tightened so much that his nails dung into the skin of his palm even through the costume slightly.

He eventually found his way in and opened the door. It was dark with little light sources and the place was filled with equipment and dust from the past year. He walked inside his spider-sense was tingling a little but then he knew this was it, the final fight. He had nothing left to lose in this world that mattered except for one thing. Revenge.

The warning when off like an alarm in his head as Norman fired and attack from the shadows illuminating the room with it slightly. "So the spider has finally come." Peter just leaped at him attacking with blind anger and rage and the pain in his soul flaring. "What? No witty come back? No silly banter Parker?" The Green Goblin said with a smirk as the two mortal enemies fought.

Their battle overturned tables and destroyed once priceless equipment and yet they fought nearly tooth and nail. Peter had taken a few nasty hits like being thrown into a computer server, or onto metal tables. But he pushed the pain aside there was no physical pain that could match the emotional pain he was feeling. To him any injury to his body felt like nothing, and far away.

But he landed a few good blow himself to the Green Goblin it self. Time seemed to stop for Peter there was nothing else but this fight, every punch, and kick was fueled by his suffering. He wanted to make Norman suffer like he was suffering.

At one point an explosion knocked Peter from his feet onto his back, his costume torn in places and he looked up to see the Green Goblin leaping onto him. He got his legs up just in time to place them on Norman's chest and kicked him off of him. Norman flew through the air and his back hit a wall.

But this was a wall damaged by their epic battle and a piece of metal had been sticking out. Norman ended up impaled through the back as it poked out of his chest. He cried out in surprise and pain but also couldn't feel his lower body. His mind told him that the shard of metal had to have pierced his spine severing it.

Peter slowly got up surprised to see him like that, he hadn't seen the metal there it had juts been instinct. He walked over to him and looked Norman over as his mouth had blood coming out of it. "So Peter how does it feel?" He coughed up some more blood, "How does it feel to cause the death of all those in your life? How many people have died because of your actions Parker? Your uncle, Gwen and all those innocent people from that monster Connor's made from experimenting on your DNA, oh yes I know all about that. Now because of you your family is dead because of you being Spider-Man. And now you killed me…so how does it feel to only bring pain, suffering and death to all those you touch?"

Peter didn't want to hear it but he couldn't help but feel the pain of those words. It was true, all those deaths were because of him and he knew it. Norman grinned seeing Peter like this. If he had killed Peter then he won but if Peter killed him he knew that the guilt would eat Peter alive for the rest of his life. Peter's life would never be the same ever again and he would live in pain for the rest of it. So he still got in his revenge by making sure Peter's life would be a never-ending hell. So he still won in a sense, he knew that either way Peter would have died a quick death or condemned to a living hell.

He had no one left in this world; he was alone with just his pain to keep him company. "You should be proud Peter…all those deaths without even trying…I'm impressed. I actually had to choose to kill but you do it automatically. Too bad my own son wasn't…as…good a killer…as you are…" Norman hacked at he fought for breath but the defeated look on Peter was worth it all.

Peter watched as Norman died there and knew it was another name to the list of people that had died because of him.

_Peter! Peter wake up!_

Peter woke up and looked around confused at first to the surroundings and to the wetness on his face. He looked at a blond holding his shoulders as he had sat up. It was then he remembers where he was and Kara was here with him. "Peter?" She asked him with a worried look on her face and he reached up to his face and felt the wetness there and knew they were tears.

Peter shouting out in his sleep and crying slightly, she knew what it was, had waked Kara up. He never really talked about what exactly happened that night only the basics but from the look of him she knew it had to have been a dream of that night. Then Peter just broke down and she hugged him close to her. He hugged her back as his face was near her chest crying.

She felt like her heart was breaking, she hated it when Peter was like this, because the only thing she could never protect Peter from was from his past. She just held on to him rocking him gently and trying to give comfort to him. She knew that Peter had bad days it was most likely he would never fully get over what happened but she wanted to be here for him.

As they held each other Kara had to face it. She deeply cared for Peter and she also knew that she would have to tell him. But not now, right now she just held him until his tears stopped. But he still held on, he wanted her to hold on because he didn't want to be alone

But a part of him kept thinking back to Osborn's words. How long until those he cared about in this reality died because of him? Would he fail to protect them or would his actions cause their deaths? Did he bring nothing but pain, suffering and death to all those around him? He knew that Kara was not like the others in his life back home but what if something happened to her? He didn't think he could start losing people again, not after all of that. And for some reason the thought of her dying cause him more pain then he thought. But he just wanted to hold her, to be sure there was at least one person still in his life that was alive and well.

**-Metropolis-**

At another time walking the streets of one of Americas more famous cities was a man in a trench coat just walking alone the people there. He looked normal but he was far from that. He was Dr. Otto Octavius AKA Doctor Octopus. Ever since his arrival in this reality he had been researching it, studying it as the scientist that he was only could.

He had started up a file on all the heroes on this world and any powers or weaknesses he could find. Most of them he didn't have much on but Superman was intriguing to him, he had been surprised to find out that he was in fact an alien. He smiled knowing that if had landed in his world Fury and SHIELD would have taken him into custody as soon as he showed up. Ah how different this world was to him, it wasn't as constricting it seemed to the super powered community. But he learned of other things too like the villains in this world.

He knew that Peter had made allies here, he had been a loner hero in his world but it seemed he had joined this Justice League. Well that certainly complicated his plans for revenge that was for sure. But he came up with a plan. He had seen that these villains sometimes teamed up much like The Six had a few times. But as usual they were defeated, it seemed some things were universal. But he did come to an interesting piece of information about the earlier exploits of the League back before that alien invasion of those winged beings.

When he saw that his master plan was taking shape. At first he thought of using the portal technology to slip out of this reality after Peter's demise but then he got a better and bigger idea. If he could ally himself with a powerful force in this world and take care of this league of heroes then what would there be to fear? He already knew of the perfect ones to use against the League if he could find them.

But first he needed someone who had potential to have the power to keep him out of jail and the authorities coming down on him. Also a man who hated the League and would love to see it fall and crushed under his heel.

He had enough money to keep himself going for a bit. He had immediately left New York not wanting to tempt fate on a train. Along the stops he carefully made sure that he broke into a few places for some quick cash and then left the city. He still wasn't sure which hero protected which city. But he now had enough money on him to ensure a nice living in Metropolis as he haunted down his pry.

His friends however were getting anxious for action and to tare Spider-Man limb form limb, he had to calm them down, his tentacles grew more peaceful then under his coat. He needed to be calm and quiet about this, he didn't need some blue and red alien causing him trouble.

He found a decent hotel to stay at as he began searching for his new ally. It had taken a day to track him down, he was on the move a lot but he was holding a debate with one of the candidates soon and he planned to be there and to give him an offer he wouldn't dream of passing up on.

Later a man with a very expensive suit, who was a tall and imposing figure that seemed to radiate power and bold head walked back to his dressing room. Lex Luthor had just finished wiping the floor with his opponent. It had been easy really for him to do so, compared to himself his opponent was a rank amateur. He told his people that he would like to take a few minutes alone, besides he had a couple of guards in the room as well as outside. He was no fool he knew that if he won the election or seemed close to it there were many enemies that would do anything to ensure he didn't win.

He nodded to the two men outside and walked into his room. He closed the door and then noticed that there was another man in here, one he had never seen before. He was sitting his chair like he owned it and had on a large brown trench coat. He wore a pair of small dark shades and his face was squared with very short brown hair. "Who the hell are you? And were is my security!" He demanded of him.

He just smiled at him and pointed. Luthor didn't like this at all and was about to call in the guards outside when he noticed the two guards that were supposed to have watched his room on the floor not moving. "Don't worry they're not dead," The stranger said still smiling. "I didn't want unnecessary complications like disposing of two bodies."

Lex made for the door but a long silver metallic looking limb came out of nowhere and pressed against the door like a hand. He turned back to the man as another one of those things grabbed his suit and hauled him off his feet. He could see now that they came from under the coat and he caught a glimpse of a harness or something about his waist.

"Now don't go and do anything stupid like shouting out for help," He stood up now and walked over to Lex. He slowly dropped him and two of the arms started to fix up his suit. "I'm here to offer you something no one else can."

Lex brushed away the arms not showing any fear at the man, he knew that showing fear was a sign of weakness and in a position like this weakness would be very bad for him. "You have nothing I would want."

"How about the destruction of the Justice League?"

Lex merely laughed, "You know how many people have said that same thing? Myself included? And that was back when there was just seven of them, now there are too many to deal with."

"Oh I know but that's why I plan to fight fire with fire." Doc Ock said with a grin as he told him his plan.

Lex heard the plan, there were a few places that needed work in it but he had to admit. He was impressed with the grandness of it all. It was also ambitious and very dangerous if it failed. "But what if you get caught? Being involved in this will bring me down and then what?"

Doc Ock nodded to his point, "True but if I did and you won the election who would give me a presidential pardon? It would be in my best interests to keep from talking to you, I know you are still a very dangerous man and that I wouldn't last long in a jail cell." That was true this man was very much like an alternate form of Wilson Fist the Kingpin of crime.

He could also see the resemblance only Lex was much slimmer then Fist. But both were very dangerous man and not to be crossed. But that was price to pay when dealing with such men, you always ran that risk of them turning their disappointment and anger towards you.

Lex nodded, "Ver well then…let's get started then shall we?"

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**NEXT UP CHAPTER 24: TRUE FEELINGS**


	24. True Feelings

Slickboy444: Thanks I really tried to show just what Peter went through that day to take him down so low. And with MJ I really wanted one of those scenes that just rips the heart out of you. You have no idea how much trouble Lex/Ock will have but it will be grand. You'll who Peter chooses in this chapter.

Sean Malloy-1: Well I can't promise anything in my fics about how lives or dies, and thanks I couldn't remember her name.

KaliAnn: Thanks I really tired to make that really sad because he did try to kill himself at the start of this and you know his life just got worse with Lex and Doc Ock teaming up.

ReadingWhiz89: Yep that's what happened and no Doc Ock will not try that. Besides they would have just had J'onn read his mind anyway. He needs to stay off the radar for the plan to work.

Anthony1: Not much going on? Jeez what does it take to get you excited? But yeah Lex will certainly make things more complicated for the heroes.

Sithicus: You're the first to guess about that, good one. Yeah I felt it was time to show what went down and I thought it kind of ironic the original 'death' of the Green Goblin years back was with him being impaled. She may not have been born on Krypton but her people were Kryptonians.

Aaron: Yep Peter will still have to deal with all of that but he's got Kara with him at least to help. And boy you know that Ock and Lex will be major trouble for everyone.

Worker72: Have you seen the past presidents? They elected an actor and a moron twice, trust me Luthor has a chance if they could do it. There is no Cadmus in this fic.

Dr. Doom: Yeah I think Peter is one of the more tragic in Marvel. Yep some of Doc Ock plans were revealed, and I'll try but making up new OC villains that are good for Peter isn't as easy as you would think for this world I made.

Kamerus: Thanks and I'll keep that in mind.

Silver Warrior: Yep that's how it happened and now you get a deeper understanding of why he tried to kill himself in the first chapter. Well the Peter/Donna/Kara thing wasn't originally planned but this story has evolved since I started out. I like to put balance into things, and I think one of the things that makes a hero are the people in their lives.

Bremics: No I have no plans on bringing in their mother into this.

Multifan: Thanks for clearing that up, and he maybe tell Luthor of that and give him a few ideas later on if he becomes president.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

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**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 24: TRUE FEELINGS**

Peter had just finished his shower and was dressing himself up. He had had a rough night but thankfully Kara had been there. He remembered how much better he was being in her arms, he hadn't felt like that since…MJ.

He thought back to what he heard about Donna's offer. Why would she include Kara in a relationship with him unless she thought there was something going on with him and Kara? Was there? Okay sure being in a three way relationship with two beautiful women was nearly every male's fantasy but to be honest he just couldn't go through with something like that.

He did like Donna she was a great friend but did he really want to take it to another lever? Hormones aside not really, she was a great friend but he honestly didn't think a relationship might work out, she was still getting used to the world and to be fair he related more to Kara.

That was another thing he did care for her but was it like a friend or more? Could he really try and make a relationship with the woman he lived with? He finished dressing and found Kara had already started to cook some breakfast, they tended to take turns and today was her turn, although Peter was a bit better cook then her she made some nice food. She looked over her shoulder at him and smiled, "Hey how are you?"

He knew what she meant, after last night of course she was worried about him, "Better…Kara…thanks you know…for being there."

Kara smiled at him and nodded her head. "Hey you know I'll always be there."

Those simple words had several effects on Peter, he had lost so many people that he always assumed that would always be there. Then he thought back to those people that were still alive back home that he knew. He hadn't lost everyone in his life that horrible night just those closest to him. But still after all the death he had dealt with it had been to much.

"Peter?" Kara asked him seeing him lost in thought.

"Huh? Oh sorry Kara…I was just thinking about things…you know I have to wonder how many people back in my world that I know think that I'm dead. Wonder if there was a funeral service?" he leaned back in his chair, "Boy that would be weird to see."

She sat down next to him, "You know you never really talk much about the people you knew in the other world that much. Did you know any of them? You know personally that is."

Peter nodded his head, "Yeah Johnny Storm the Human Torch was a nice friend. We kind of had one of those friendships where we just tried to have a good time. I mean when he got his powers he lost all his friends so we kind of helped each other with that." Those were fun times, the baseball games they went too and just hanging out and of course making fun and pranking each other that was always good.

"Then I guess the Ultimates but they weren't really friends more like…associates." He shrugged, "I was just a kid anyway I think I fit in better with the X-Men."

Kara remembered hearing about all of those teams, it was certainly different that was for sure. "That last one was the mutant group right?"

"Oh yeah," Peter had to smile at that they were pretty cool guys, even Logan to some degree. "Yeah I guess we had more in common cause we were both trashed by the papers and media. There was a running joke to see who could rack up the worst publicity after like a week or something." He laughed at that, but Kara only smiled politely. She just couldn't understand how people could turn against those that were there to protect the people.

"Yeah…I think they would be the ones that would really miss me the most…especially…" Then Peter stopped.

That got Kara's interests, "Oh go on, let me guess…ex-girlfriend?"

Peter blushed and nodded, "Uh…yeah…See this girl Kitty Pryde was a really big Spider-Man fan, her room last I saw still has a lot of posters."

Kara grinned at that, "Oh a fan too huh? That must have been a shock."

"I'm honestly not sure what more of a shock. That she was such a big fan or that they made posters of Spider-Man…I mean I never saw a dime…I should have sued." He joked and Kara laughed. She liked how Peter could always make her laugh. He just had a talent for making you feel better. It was one of the things she really liked about him.

"Anyway we dated for a few months, it was great but both out lives kept getting in the way. We still remained very close friends," Peter sighed and looked down at the moment, "I think she might have been hit the hardest…I wish there was a way to just let them know I'm okay."

Kara wish there was something she could do or say but she really didn't know what you can say to something like that. "Well…you got friends here at least."

Peter smiled at that looking at her, "Yeah and trust me I'm thankful to have you all in my life. This is hard enough but everyone has been a great help to me." Then Peter looked a bit more serious and shifted a little nervously. "Actually Kara there is something I've been thinking about…"

"Oh?" She couldn't imagine what but from the look of him he was serious.

"Kara, what Donna asked well it got me thinking…"

"You're not seriously into that are you?"

"What? No!" Peter said shocked.

"Oh…so…" Kara guessed that he was going to go out with Donna. Peter only thought of her as a friend and all anyways. A part of her envied Donna, Peter was a really great guy hell he was literally one of a kind and she really did like him. She knew that he would be a great boyfriend to any girl. "I…I think you two will be happy." She tried to make a smile but it didn't really work.

Peter saw this and knew there she had to feel differently about this he took her hand in his. "Kara…I'm not going to date Donna. Yeah I like her but only as a good friend nothing more…there's…there's someone else that means more to me."

Kara was surprised at that, at work she heard a few of the younger girls comment on Peter so maybe one of them? She had lunch with Betty, JJ's secretary a few times and she said Peter seemed like a really nice guy and if she wasn't in love with her boyfriend she wouldn't mind making a pass. It was meant as a joke though at least she thought so. Kara looked at his brown eyes, "So…who is it?" She asked feeling nervous.

God she never felt like this since she went on that date with Steven Mathews back in Smallville when he asked her to one of the school dances.

"Well…Kara it's just that…I…like you." Peter said feeling embarrassed, "And I don't just mean as a friend I'm pretty sure it's more then that…"

Her mouth made an O shape for a moment in surprise, "R-really?" She was delighted at the news, "Cause to tell the truth Peter I feel the same way. I mean lately I've just been having these…"

"Feelings," Peter finished for her with a little smile on his face. "Like you just realized that all of a sudden the other person means so much more to them then before."

She nodded her head that was exactly what she felt. She hadn't realized it but they had moved closer together now and were so close that a little more and she might be able to kiss him. She really wanted to at this moment, her heart was racing and she could hear his too. Peter looked into her deep blue eyes, he could smell her perfume and her golden hair looked liked it shined in the light.

Before he knew it he leaned over a bit more and kissed her gently on the lips. She closed her eyes feeling this, soon she felt a hand on her hips and she placed hers on his chest leaning into the kiss making it more deep and passionate. She moaned a bit, he really was a good kisser and felt one of his hands in her long hair. It just felt so…great.

Peter couldn't believe this but he also didn't want to stop. He had been alone for so long he ached for someone to fill the void in him even if it was just a little bit and he knew at that moment Kara was the one to fill it. He tasted strawberries on her lips and felt her running her hands on his chest. God this was just felt so great, she felt great. After awhile they pulled away both slightly breathless and blushing.

"Wow…that was just…" She started to say but she couldn't find the words.

Peter smiled at her, "I think 'wow' said is all. So…uh…I guess…this means we're going out?"

"Yeah…I…I guess so," She smiled shyly at him, although she really didn't mind. She also would have to tell Clark first she loved him but he was too overprotective of her. Maybe she should tell Lois and they could double team him? If anyone could make sure Clark didn't do anything stupid she could. But then she thought of one other person. "So…what are you going to tell Donna? You know she likes you."

Peter's face fell at that. He didn't want to hurt her and he wasn't looking forward to that, "You just had to ruin the moment didn't you?"

"Sorry," She shrugged a little embarrassed. He sighed, he might as well head out there sometime today, it was better to tell her first before word got around that they were dating.

**-Watchtower-**

Shayera, AKA Hawkgirl was looking out into space, literally. She had ditched her old uniform for a new white and black version. She had a yellow alternate made as well but that was being repaired after a little intense training session with a few of the newer members. She looked at the star that belonged to her old home, one she knew she would never be allowed to see again. She was branded a traitor by her people by fighting against them when they came. But she couldn't have allowed that to happen, they were wrong in what they tried to do to Earth and she had to stop it. It had cost her but it was a price she could live with. Her people had changed since had been on her mission to Earth or maybe she had changed, either way she never saw her people the same way after that.

"Second thoughts?" Came a deep voice and she knew it was that of John Stewart, The Green Lantern.

She shook her head, "No not in the least, it was the right thing to do."

He placed a hand on her shoulder but didn't say anything, neither one of them were good with words. They were more of the kind of people that let their actions do the talking. One of the reasons they worked well together she guessed. John had recently gone through a new look too with a shaved head and that little hair under his chin. She would never admit it but she thought it made him look cute.

She was glad that she had stayed on after all, she and John had worked things out and to be honest it was a bit easier with him by her side. She remembered how she first thought of him as just this thick headed, stubborn man. Later into a lovable thick headed, stubborn man. She never saw that coming until that one day fighting the Joker in Vegas. When she had nearly lost him and how her true feelings for him finally came out.

"So…you busy tonight?" John asked her a little unsure of himself. He hated that about him, he could lead a charge into enemy fire but talking to a beautiful woman for a date and he lost that collective part of him.

She smiled looking at him, "What do you have in mind?"

"Well I'm off duty soon so I was wondering if you wanted to get some dinner together." Then he smiled at her and she felt her heart beat a bit faster.

"I would like that," She took his arm as they walked to the transporter.

"So…how are things with the members?" He had to ask given that there were still a few worried about her he even caught The Question going through her garbage but he claimed to do that to everyone. He wasn't sure what he didn't like more the fact he was doing that or that he believed him.

She didn't know how to answer that, "Not sure…definitely better then before but still…there are those that still don't trust me…not to mention Diana keeps giving me the cold shoulder."

"They'll come around."

"I didn't ask them to, what they believe is their own personal issues."

He looked at her and knew that tough girl exterior of her was someone who wanted to belong somewhere. She lost her home in a way and she had no where else to go. But he hoped to help her through this whether she asked for it or not. Why? Because he loved her that's why, she was a strong woman that he respected. Plus she was one of most beautiful women he ever met and her stubborn nature made her a woman he could butt heads with at times and who could keep him in check.

Oh yeah there was nothing he wouldn't do for her and he knew she felt the same.

**-Metropolis-**

Lex was in a warehouse he had once outfitted for his more 'special' needs back when he was in charge of Lex Crop. He also had hidden the ownership of this and a few other places just in case and it seemed with good reason. He may not have the money he once had or the power but he was going to fix that with the election.

But he also needed insurance he knew that if-no when he took the Oval Office that all those heroes would be on top of him and with much more then just seven of them it would only take one loose cannon to take him out. Hell they had a giant laser canon pointed at Earth if one of them wanted to they could blow up the entire White house or just his office. He didn't want that so instead he let this strange yet brilliant man Dr. Otto Octavius or Doctor Octopus as he was also called gave him an intriguing idea.

Now they were just in the planning phases but they needed help. Octavius had heard about that ray gun that Lex came up with for taking away the powers of heroes. Now Lex gave up all the blue prints and the only prototype but he had memorized the plans just in case. The League thought they had erased it thanks to the Martian as part of the deal but he was always one step ahead of them. He hired a meta-human to hide the information in his mind. It was a gamble that the Martian would find it but that too had played off it seems as he had missed it.

It wasn't until a month ago that those memories had resurfaced. But the trouble was that if he so much as picked up one piece of that machine he knew that the League would know. He's bet that Batman would have had some type of computer algorithm that could pick up any such transition by him or anyone else trying to gain the parts.

So he and the good doctor came up with another idea since Dr. Octavius claimed he had to remain in hiding until things were ready. He just needed a place to work and a way to get the equipment he'd pay for it. What he didn't know was that Doc Ock had through his travels made a few stops on the way and with his 'arms' decided to pick up some 'quick cash' on the way. He hit a few banks at night and also where there was little or no hero activity. He left the city that night on a train and he was long gone by the time the police were on the scene.

Lex had set up a fake account for his money and he was glad. Carrying all that around in a steam truck was difficult. But with this new lab he had everything he needed and of course it was sound proof and lead proof something Lex said that was a must to have in this city.

He also used the computers here to start increasing his information on all the heroes of this world and even things only Lex knew as well. He had years worth of research into them that he shared and Doc Ock gladly looked it over.

"So what's this you wanted to show me?" Lex asked the man as he saw him working with several or this arms doing many tasks at first. Truly he was multitasking personified.

"Well as you know we can buy certain parts of the device you created without too much notice but some of the parts are high priority and the only way to get them would be to steal them." The Doc explained.

"Yes I know that," Lex said slightly annoyed he wished that this man didn't have to go over details, this was why he didn't like to deal with scientist directly they all talked like that it seemed.

"Well then I had thought of hiring certain people to steal for us, some of them wouldn't know who they were dealing with but there's one part in New York city we need and as you know they've recently gained a few new protectors."

Lex had heard about that. The new comer Spider-Man, Supergirl had relocated there for some reason, Wonder Woman and her sister Wonder Girl were now at an embassy there to represent their own little island. Why he couldn't guess it was just some island in the middle of nowhere of no importance.

"Well with your old contacts I was able to recruit someone to steal it for us after I helped him out with a few things." Doc Ock pulled open a screen and a man wearing a black uniform with grey lines over it was there. The lines went up the sides and he had on metallic boots and gauntlets and a shoulder pads. On the chest there was a spider design on the chest. The man had short blond hair and was holding a helmet in his hands that was black and grey with a visor over the eyes.

"This is James Blanc, a thief that was once in Inter Gang and also in your employee a few times too."

The man nodded his head to Lex Luthor, "A pleasure to work for you again Mr. Luthor."

"Let me make this clear, you aren't working for me, you never saw me got it?" He said in a low menacing voice. The man gulped and nodded his head quickly. He knew that crossing Luthor was never a good idea. Then Lex turned to Doc Ock, "And if he's captured what about telepaths?"

"That's easy," He smiled and looked at the man in the suit, "Please put on the helmet." The man did so and Doc Ock pressed a button on a control panel and James cried out in pain like someone hit his head with an ice pick.

"What the hell was that?" He demanded as his head hurt like hell.

"That was a small device that will help you control the arms as well as shield your mind." He explained as his metallic limbs reached for something.

"Arms?" Lex asked then saw a metal backpack device fitted onto Blanc. He staggered to his feet and it seemed to open up and eight machine like limbs that resembled spider legs acme out.

"May I introduce, through the work and technology that I've done with my tentacles, Cyber-Spider. Our latest thief for hire." Dr. Octopus grinned. "In return for helping us out I gave him the means to be more then just a common thief. He now has what it will take to steal anything and be able to hold his own against certain heroes."

Lex nodded his head this might work and he just hoped that device in his head would help keep all this secret as well. Although Doc Ock was more interested if and when Parker would meet his new creation. He was sure that James Blanc would be a true match for him. Oh yes this would be very interesting indeed.

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**NEXT UP CHAPTER 25: ONE COMPLICATED DAY**


	25. One COmplicated Day

Slickboy444: Yep I felt it was time for Peter and Kara to come together. Donna is up next of course. Yeah I wanted to have Kitty in there as you know. I'm a sucker for GL/HG fluff but I'm not sure about Bruce/Diana maybe in a sequel.

Sean Malloy-1: Yeah I thought about it but I can't fit him in this fic sorry. I would need a great set up for a character like that and it would take a major rewrite to what I got planned out.

KaliAnn: Glad you liked the couples moment and yeah you bet trouble is in store for Peter. As for the withdraw I don't think so it won't be that bad I think to cause that.

Commander: You'll see what that ray is used for later on, and I hope you like the Cyber-Spider I put in here too.

Cylon One: Yeah trust me it will be very nasty what the villains are up to. I've been thinking about Vigilante I'll try but I promise nothing.

Jarr Jar: Actually you're wrong I get very little from the TV show and I don't know what this Octobot thing ispeople keep telling me. In Ultimate comics Kitty's room really is covered in Spider-man posters.

Worker72: I called the current President a moron NOT Hilary. And Peter can't break up with Donna cause they weren't together they were still just friends so technically he wasn't hers.

Anthony1: Clark's reaction will be soon, well I think action shouldn't be in every chapter only when it's necessary it's the characters after all that make the story and that's what I focus on.

Sithicus: Good I had hoped people would like how Peter/Kara are together. Yeah I wanted to show more of HG/GL and their relationship I felt it needed a bit more exploration. Hope you like the battle of the spiders coming up. Well that ray gun worked on that evil J'onn and he's an alien.

ReadingWhiz89: No I didn't get the idea for Cyber-Spider from that show and no more Marvel characters will show up I already SAID that in Author's Notes

Aaron: Yeah you know Flash will rib him and stuff, I may put in the Clark reaction in the next chapter but the Donna talk will be in the next one.

AnT: Did you read that chapter where Green Goblin is dead? He's dead and he's NOT coming back this time, so no on that.

Dr. Doom: Actually I don't have a problem coming up with OCs heroes or villains. Thanks but I won't use them got enough planned as it is. I also won't have Darkseid in this maybe in another fic.

X-Over: Well I got no plans for them going to another planet at the moment. If I do it will most likely be just some random one.

Multifan: Yeah they might want to meet the other Marvel characters too for those reasons. Kitty being a fan and them going out is actually canon. Although they just started to date at the moment. I think Kitty's driving and cooking is just for Evo. Maybe I should have Lois and Kara together later on. I never saw Starcrossed so I wouldn't know. Peter might be a bit suspicious but the legs look different then the arms of Doc Ock.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

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**AN:** Steven Mathews, and James Blonc AKA Cyber-Spider are my own OCs that I made up for this fic. Also so are Tanya, Tim and Devon (You'll see them later)

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**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 25: ONE COMPLICATED DAY**

Donna was making breakfast for her sister and herself, actually it was her first try it had been some time but she finally got the hang of this. Cooking was so much more difficult then back home, back then you hunted or fished, cleaned and then cooked it. Or you picked the fruit, it was simple but compared to all the foods she had eaten so far she realized that the food back home was very plain. She wasn't sure how she was going to enjoy the food back home now. Diana and her had joked once that Man's World had spoiled their stomachs permanently.

A yawn brought her attention to her big sister coming out of the next room in her usual robe, she knew that her sister hadn't gotten home until late last night, her League duties and her new ones as Ambassador were starting to tire her out. She was thinking of convincing her sister to take a day off or two and just relax, "Morning, I got breakfast nearly done. So how are you?"

Diana made herself a cup of coffee and thanked whichever of the gods made this, she never knew how some people could function without it at times, "I don't know what's harder fighting super criminals or doing all that damn paper work…I swear Hades must have been behind all the bureaucratic garbage if I didn't know any better."

Donna slid her a plate of food and Diana picked at it, it was surprisingly tasty, "You've got talent for this."

Her younger sister just shrugged, "It's okay but I prefer photography."

That surprised Wonder Woman, "Oh? How did this come about?"

Donna sat down at the island counter across from her, "Well I once saw Peter develop film once and it was very interesting," She didn't put in the accident in the dark room when he had accidentally touched her in what her mother would call an inappropriate place but she knew Peter didn't mean to. Although it did give her a thrill she never felt since her last relationship. "I just sort of talk to him and he showed me how cameras work and everything…I've been kind of taking photos myself, just trying to find my 'style' I guess. It's a nice little hobby on the side that makes me happy."

"You never were good at the arts," Diana smirked at the mock glare of her sister.

"Oh? And how about that vase you tried to make?" Diana winced at that, she had tried to make a simple vase but after over thirty attempts she couldn't get it just right. She had ended up smashing the pottery wheel in her anger. Their mother had decided to not try to teach her anything artistic after that.

Diana decided to change the subject, "So how are things with you and Peter?"

Donna shrugged, "Well…I took your advise and now I'm just waiting to see how they take it although I kept getting strange looks lately."

Diana nodded, "Yes I know it's all over the league now."

"Why would they care?"

"Well…it's just that this is kind of unusual out here," Diana personally saw nothing wrong in it, it was part of their tradition and her sister was old enough to decided what she wanted to do in her life out here. And it wasn't her first relationship they both have had their share back home before they both left for Man's World. Although relationships with men were proving very complicated, and if Bruce kept acting this way she may have to turn her sights to someone else. She was a woman with needs after all and if Bruce couldn't or wouldn't help with that then maybe it was time to move on.

The only thing was she didn't really see anyone as interesting. Sure there were a few attractive people so far but no one that made her feel like Bruce did.

Donna sighed, "It was so much simpler back home. You just go up to someone tell them how you felt and if they were the same then you start a relationship for a few decades or so."

"Yes…that reminds me are Agapi and Gina still together?"

Donna smiled at her, "Still together."

Diana shook her head, "What has it been? Over two hundred years?" Everyone knew of Agapi and Gina, those two had the longest relationship going. When you're immortal being with the same person for centuries tended to get old but those two were truly in love with one another and it seemed nothing could break them apart. It was good to see that actually.

"Sometimes I don't think those two will ever be apart," Donna smiled then a thought hit her. "How did Superman take it? I mean giving that his cousin is involved?"

Not it was Diana's turn to smiled, "He only found out yesterday apparently someone made a comment about it to him…you should have seen the expression it was like half shock, half surprise. He came up to me asking what was going on with you and I explained to him a few Amazon costumes and how what you did was perfectly reasonable to us. I also explained the other way was you to challenge Kara for the right of having Peter."

"How did he take that?"

"Better then I expected actually, he was raised with 'old fashion family values' as Batman once told me. He respected out costumes but he was still a little on edge about it. I don't think he's ever had to deal with a situation like this and I told him this was between Kara, you and Peter and we shouldn't get involved." Wonder Woman said. She knew Clark was a very kind and caring person but at times he was also so naïve in his own way.

There was a knock on their door but it wasn't the front one it was the one to the balcony from over thirty stories up balcony that is. They both looked at one another and then crossed into the den and saw Spider-Man there. He waved a bit uncertainly at them and Donna smiled and waved back, "I'm going ot go see what he wants." Donna told her sister and went to the glad French doors. Diana decided to go back to the kitchen and finish her breakfast and to give them a little privacy.

Donna closed the door and looked at Peter with a smile outside on the small balcony, "Hey Peter what are you doing here?"

Peter looked a bit nervous he was shuffling around a bit and she could tell something was wrong, "Donna can we sit?" She nodded her face losing its smile as they sat down on a couple of chairs, "Donna I heard about that…offer you gave Kara…well…I know that most guys would love having two beautiful and incredible women in their life…"

Donna frowned, "I sense a 'but' coming…"

Peter nodded he took off his mask so she could see his face and his eyes, "Donna believe me when I say you're important in my life…You're one of the few closest friends I got here and I love hanging out with you and I do care about you…But I'm just not the type of guy that goes around with two women under each arm. That and…Well even though I do care for you I care for someone else more."

Donna sighed and closed her eyes, she knew who it was, "Kara is very lucky."

"Is it that obvious?"

Donna smiled at him and shook her head, "Peter you could see it from the Watch Tower," Although she was disappointed she was also happy for them. They were true friends to her and she respected them both. True that tradition stated that if she wanted to she could challenge Kara for ownership of Peter but being here she had learned that things worked differently. Besides she didn't want to lose either Peter or Kara as friends.

She got up from her seat, "Well my breakfast it getting cold."

Peter saw how she looked and he wished there was something he could do, "Donna I'm sorry I…I never wanted to hurt you."

She smiled sadly at him and cupped his face, "I know…" Then she kissed him she had to do it at least once. After she pulled from a dazed Peter she looked at him, "Kara is lucky…but just tell her that if things don't work out with you two I will be there to take her place you understand?"

"Uh…yeah I do…" Peter gulped he knew that she was serious and the suddenly image of her throwing him over her shoulder tied up came to mind and he wasn't sure if he was far off with that. He watched her leave a bit add looking and even though he couldn't help what happened…He felt lower then dirt.

"Peter…" Donna said over her shoulder, "Do me a favor…just…give me my space." He knew that she was telling him that and not asking. So he nodded and pulled back on his mask and jumped off, he had to get to work soon and hopefully something there would keep his mind off this. Plus he had to tell Kara how it went as well.

Diana watch her little sister walk in, in a sullen mood and just fell into her chair with a sigh, she knew things didn't go well and wondered what had happened. "Are we cursed?" Donna asked out of the blue, when she saw her big sister's confused looked she elaborated, "In relationships is our family cursed? I mean look at mother with Hades, then you with Batman and now…Me with Peter…Did the gods place a curse on our family?"

"I take it things didn't go well…"

"You heard that saying 'let's just be friends'?" Diana nodded, "I think I just got that…" Donna sighed heavily and rested her head on her arms.

"I'm sorry things didn't work out…Did he say why exactly?" Diana wondered what else could have made Peter choose that, she wondered if he wasn't over the death of this old love.

"Kara…He's in love I think with her…" Donna said and Diana nodded now. She had noticed how those two were very close and she knew Peter was the honorable kind of man that gives his heart to only one person at a time. If it had been anyone else she might have been tempted to smash their face in but knowing Peter he had the courage and come say this to Donna's face and also she knew Peter had it rough as it was already.

"It will alright in time…" Diana offered. Donna nodded she did know, but that didn't mean she hurt a bit at the moment. She just hoped that in time she would be able to stay friends with Peter and Kara the reason she offered to share him with Kara was to avoid loosing them. Diana then got an idea, "How about we just spend the day together? Let's just forget the men in our lives and just take the day off and enjoy life."

Donna thought it over and shrugged, "Sure why not…Beats brooding all day long, I don't know how Batman does it," that got her a piece of Diana's breakfast thrown at her face, "DIANA!...I'll get you for that!" She picked up some of her own plate ready for a food fight.

**-The Journal–**

Peter arrived to work a little later then usual, mainly due to the fact some idiot couldn't take the time to buy his own car so he figured to take someone else's and cut out the middle man as it were. Well that guy was now hanging from a street light in webbing thinking his live over as the cops were waiting for his webbing to dissolve. They had learned over the months that it was best just to let the webbing disintegrate and then take them into custody.

He arrive on the main news floor and everyone was busy it seemed. He walked through the many rows of desks, "Hey Peter!" He looked over to where one of the people that worked there at a computer station. His name was Tim, a kid younger then him who was actually JJ's nephew although he looked nothing like him. He wore glasses, a mop of curly blond hair and a little acne. He was your basic geek so of course Peter liked him, he reminded him of how he was not too long ago.

"Hey Timmy what's up?"

"Something it wrong with the damn site," He showed Peter how the newspaper's web site was acting up, broken images and links all over it. Thankfully since Peter had been the web operator of the Daily Bugle as well as freelancing photographer he knew a lot about computers and helped Tim out now and then.

"Let the master at work," Peter smiled and sat down at the station and Tim grinned and rolled his eyes as he made room. After about five minutes Peter swore, "Damn hackers…Some moron with no life managed to put a virus into our system…I think it was some kind of Trojan Horse virus, most likely when someone here opened their mail without using a virus scanner."

"Oh great," Tim moaned, "That's just what we need…Well cleaning the virus shouldn't be too much of a problem." He looked through a collection of disks, his own personal anti-virus programs were written on them. "But finding out where it came from will be a real 'joy' to find."

Peter patted him on the back, "Good luck with that, but I got another job to do."

"Yeah well thanks anyway now if you'll excuse me it's time to impress my Uncle with my mad computer skills." Tim laughed and went to work. Peter smiled and shook his head but then his frown returned he just couldn't get the look on Donna's face out of his mind. He sighed as he walked to JJ's office with a few photos. Betty of course was there hard at work.

She smiled at him, "Hey Peter he'll be right with you he's in there with Devon Walker."

Peter nodded, Devon was one of the The Journal's best field reporters, he was a bit stocky build and had short brown hair. He was also one step from a chain smoker even though he kept on trying to quit. There was a pool in at the paper in how long he could 'quit' smoking before someone saw him light one up. The door opened and out walked Devon with a cigarette in his mouth but unlit.

"Hey man how's it going?" Peter asked.

"My lungs will be lucky to see me through till I'm forty, a stupid dog bit my leg today and now I got to find this little turd of a stooly for a story I need and worst of all…he lives in Jersey, I hate going to Jersey. So…How was your day?"

"Uh…I told this girl I know that I wasn't into a three way with her and my other female friend," Peter said he wasn't sure what to say compared to all of that besides not many people would believe that anyway.

Devon looked at him, "They good looking and willing?"

"Uh…well both good looking but I'm not sure if the other would want to…"

"You're a real stand up guy Pete, a moron but a stand up guy good luck with that." He waved off as he went to the parking lot. Peter sighed as he went to give JJ the new photos and wondered how Kara's day was going.

Kara was working on proofreading an article for print after she had sorted out the memos for this floor. She kind of had a few odd jobs to her duties thankfully she was a great speller and thanks to a little super speed now and then she was the fastest worker at times. She was wondering how things went with Donna and hoped to meet Peter later.

"Hey Kara how's it going girl?" Kara turned to face the warm smiled of Tanya Smith. She was about a year older then herself, a bit taller, dark skin with her long brown hair in deadlocks. She was also one of the new friends she had make while working here.

"Oh the usual grin nothing…major," She tried to act like nothing was going on but then again Kara never was good at lying at could see it written on Tanya's face as she raised an eyebrow.

"Uh-huh…You _sure_ about that?"

"Um…yeah…of course," She tried to give off a humorous smile but it felt too forced and most likely looked like it too.

"Okay are we going to have to go through the whole thing with you deny what's going on and I keep at it until you crack? Cause I got a busy day ahead so if we could skip all that it will be nice."

Kara just groaned, "It's nothing…really…it's just that…well…you know me and Peter live together right?"

"He finally ask you out?" Kara's jaw dropped at that as her fake glasses slipped down her nose a bit, and Tanya just had to laugh, "Girl did you honestly think that a man and a woman can live together and something not happen? I mean unless you two were related or gay it was bound to happen…So spill girlfriend did he?"

"Well…not yet we just kind of told each other how we feel…" She blushed a bit and tried to look busy.

Tanya however was grinning, "Well it's a start, you know everyone was wondering if something was bound to happen. Oh well it will brake the hearts of a few of the boys were knowing you're off the market."

Kara just roll her eyes, she tried to make her 'Kara Kent' persona look plain and nothing special. It was easier to hide herself as Supergirl that way. "Oh please I've only been asked out twice."

"True but I know there were a few working up the nerve, well I hope things work out for you two hun." Tanya patted her on the shoulder as she left to do some work and Kara sighed hoping it would all work out.

**-Later that Day-**

Peter now dressed as Spider-Man was doing his usual routine over New York. He wasn't on any League roster at the moment and web swinging always helped him to relax. He gave his boss a few pics of a fight between Spider-Man and Copper Head. Some villain that wore a copper colored snake suit and one hard head. Peter still had a bruise on his lower back from that guy.

So far he met with Kara at lunch and told her how his day went with Donna. So far they would both give her time and her own space. Kara also suggested they go out to see a movie tonight, after today he could use it. He landed on a roof top over looking this New York, it was still strange for him to be here. It was home but yet it wasn't. There were differences the one was now the people treated him here, some smiled, waved and cheered him on. It was still odd to him, after years of having the opposite, he wondered how the others would take to this? The X-Men alone could do really well here and they were just as persecuted as he had been if not more so.

"You know…after all the crap I've had to dealt with…all the deaths, monsters, and pain…It's nice here," he was just talking out loud a nasty habit he had formed over all those lonely years on his own. "I got good friends, the cops don't shot at me always a plus, and now I finally think I can open my heart again to a very great woman…"

Peter sighed thinking about Kara. When he dated Kitty Pryde part of it had been because she had powers and could take care of herself. One of the reasons he and MJ's relationship had been so rocky for so many years was because she could always get seriously hurt. Kara however could take getting a tank droped on her. Even Peter knew he wouldn't be as lucky. He knew that he wouldn't have to constantly worry about Kara, she was a big girl and could kick his ass if she wanted too.

He smiled at that image, _that_ was a first for him. At least relationship wise he'd had his fair share of getting his butt handed to him. He looked over the city and took a breath of it. "They may not be my real home…But so far it's a good life. You know despite this morning this hasn't been too bad of a day."

Then a few blocks away a loud explosion was heard and he saw smoke rise up, "Oh for the love of….What the hell did I do to deserve the wrath of the gods in TWO universes?" He signed and jumped off the building heading for the explosion.

Five minutes later he found what looked like another lab complex, "You know this is the second kind of these places that got busted into this way in two months…they really need better security." Peter said to himself swinging through the hole in the building into a machine room of some kind. There was smoke all over the place and over turned lab equipment. He just hoped that all those members of the Sisterhood were still in jail because he was getting a bad sense of Déjà vu.

"Help…please someone…"

Peter scanned the area and saw a hand under a pile of debris, "Hang on!" Spider-Man shouted out and leaped over twenty feet to the area and pulled it up. "Man this thing must weight a ton…good thing I can lift ten tons." He lifted the pile of ruined machinery off the and someone crawled out, he looked like a technician.

"You okay?" Peter asked putting it down.

"Y-yes thanks…"

"Is there anyone else in here?" Peter asked looking around but it was hard to tell a few of the lights kept on flickering and the smoke from a few fires didn't help.

"I don't know I think so...well…except for that guy with the metal arms."

That made Peter freeze as he his blood froze for a moment, "Metal arms?" Then his spider-sense kicked in and he jumped but he heard something slam into the ground with major force but also something hitting him in the back as well. He could tell it was metal, it was powerful and it hurts like hell when it hits him. He landed and skidded over the ground.

"Okay…I've think I've officially run out of ways to say…ow."

"Too bad I was hoping to expand that for ya."

Spider-Man looked up at an athletic looking man in a black and white costume with a spider symbol on it with metallic gauntlets, boots and some freaky looking streamline helmet. From behind his back came several thick metallic legs. The legs has some kind of very moveable cylinder looking part with thicker more armored joints around it making it looks like spider legs. Now the center part looked very familiar and wondered if under that helmet would be a familiar face of someone he had hopped to never see again.

The helmet distorted the voice and if this was some freaky duplicate of one of his major enemies he wasn't sure. Peter just got to his feet noticing that the man he rescued was getting out of there. Good one less person to worry about. "Okay now before I sue you for copyright infringement just who the hell are you?"

He stepped forward, "You can call me Cyber-Spider and trust me, you won't be around long enough to complain about me stealing your shtick. Besides I'm a their…It's what I do."

Spider-Man looked at him as he got ready for a fight, "Great…first he steals my whole 'spider thing' and now…He's doing the one-liners, now that's just gone too far pal. The spider thing I don't got a problem but no one does the one-liners but me."

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**UP NEXT CHAPTER 26: SPIDER VS SPIDER

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**Sorry for the wait folks but I'm just getting over laser eye surgery so my vision is good sometimes and blurry the next so keep in mind I wrote this chapter almost half blind at times lol. I'm amazed I was albe to type this period.  
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	26. Spider vs Spider

Slickboy444: Yeah I wanted the Donna just be fine with it totally but I didn't want her out for blood. He won't learn about Doc Ock until he sees him at the final few chapters. Yep Superman and Peter will talk later on.

Majingml: Of course not, DC/Marvel don't exist in the same universe how you can think that is just…strange. Marvel/DC just get together now and then and crossover their characters. They aren't canon stories.

Multifan: I wanted to round off their characters so that's why the not artistic thing, makes them seem les perfect. Peter told him that at work cause he thought he wouldn't believe him and that guy has a way of putting you off your game, hence why he's a reporter. Clark I think will be shown in this chapter.

Dr. Doom: Thanks and I've had those teeth pulled too. Yeah I wanted to show what Peter's life is like outside of Spider-Man. Peter and Kara are only eighteen almost nineteen they're too young for a wedding. I thought about time travel but that's in the second season and this takes place in the first one. I only get little things now and then about the comics since I don't have a comic shop in town so I do the best I can with what I can find out. You're not the first to suggest that and I would love to do that if I could.

Sithicus: Yeah life does suck at times. True I always like to show how the lives of heroes are outside of their costumed lives, makes them more 'real' in a way. Cyber-Spider will give him a nice fight trust me on that.

WDCain: Yeah I try not to disappoint if I can help it. I have thought of putting on an AU of this on another site with all three of them in a relationship. I don't know anything about Sin Tzu but I like the plot, sounds interesting. Yeah how is that SAPP story coming along? Yeah I played that game too and beat it after three days.

Duke Devlin: Yeah that's Peter's life story alright. I missed that about Vixen thanks for that. But was it the part of NY or the actual city of Chelsea?

Worker72: Actually you're wrong about Donna cause then that would go against the personality I set up for her and disregard everything I wrote about her so far. She's a nice person not a bitch and if she did as you said that's how she would come across. Besides to an Amazon 'sisterhood' is more important then any man anyway. But the eyes are better thanks for asking.

Sean Malloy-1: I'll think about it but then again he is more of one of Batman's villains after all. I've been thinking about how to bring in Catwoman for awhile now. You'll see Clark's reaction soon.

Doza: Well I can only write so much, maybe I'll go with Superman later on, about that stuff you wanted. As for the eyes, I guess it's going well at the time I wrote this both were nearly healed but my vision was all blurred. Yeah I got those too you need them cause your eyes are really sensitive.

SpartanCommander: you haven't seen what Cyber-Spider os you're wrong in a few things you said. There are a few things about him that haven't been shown what he can do until this chapter. Plus I don't think you got the right visual for his legs too, maybe if I draw a picture it would help people.

Anthony1: Well as I said I made up Cyber-Spider, he's my OC villain for Spider-Man so of course you only know what I tell you about him.

Aaron: Finally someone that commented on their normal day at work. I wanted to show a little how they live their lives out of costume thanks for commenting on that.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

* * *

**AN: I don't plan on Donna hooking up with anyone in this fic maybe in the sequel we will it will give her time to get to know someone. Who knows maybe Batgirl never works things out with Nightwing and Donna takes an interests in him.

* * *

****JUSTICE LEAGUE: THE SPIDER**

**UP NEXT CHAPTER 26: SPIDER VS SPIDER**

Peter faced his opponent who fancied to call himself Cyber-Spider. He hated it that this guy's face was behind a helmet usually you got an idea of what someone was going to do with their face, "So…you pick that helmet up at a Power Ranger convention?"

"Funny," The villain said flatly as the mechanical arms launched at him. Peter jumped back out of what he thought was their range but to his surprise the parts between the larger more metallic and thicker parts expanded and so was their range. Right into his chest actually and pinned him up against a wall nearly knocking the wind out of him. "You know…I thought this would have been harder."

With that one of the arms moved back looking like some giant snake about to strike, thankfully Peter's arms weren't pinned and he fired a web line snagging the arm and pulling as hard as he could changed its course to slam into the other arms holding him against the wall. Peter took a small breather but it was short lived as his spider sense went off. He jumped out of the way as two red beams of energy hit the wall. Peter looked over and saw that there were two red glows from the top of the gauntlets he wore and he knew that they were laser. 'Crap…I was wondering where all the fires came from.'

Peter dodged another blasts from the lasers, "Hey! That's not fair, since when do spiders have freaking laser beams?"

"Well meet the new and improved version Spider-Boy," He said as more lasers fired off. Peter jumped onto a wall high up, he knew that the farther away the better since he had more time to evade and think of a plan. But then this new enemy with the help of one of his metallic legs slammed into the ground behind him and launched himself onto the same wall as he landed with two feet and one hand on the wall.

"Oh come one now," Peter groaned at this.

"Magnetic and gravimetic inducers in the boots and gloves," Peter wasn't sure but he thought he detected a little smugness with that.

"Of course there are," Peter groaned and jumped off the wall twisting in mid air to dodge one arm and with one hand pushed off another. But a third caught him in the kidneys and when he tried to fire a web line to break his fall it was shot up by a laser. Peter hit the ground hard and not too prettily either. "I hate it when they shot my webbing like that," He groaned to himself.

Cyber-Spider jumped from the wall easily enough, his suit enhanced his strength and tried to slam a fist into the back of the head of Spider-Man but he was a lot quicker then he though. His fist missed and shattered the floor slightly. He got up to get a punch in the face knocking him back, he brought up his right forearm to deflect another blow and countered with a kick. Now James may have been a thief but he wasn't a pushover either. He knew the benefits of knowing how to fight, so over the years he had trained in Jet Kun Do, and Akido. So he used a few of his fighting moves with a few attacks of his new toys the spider arms, but apparently Spider-Man had received some training as well, it wasn't refined and he looked like he only knew a few moves but his speed and agility more then made up for it.

Peter was doing his best to keep ahead but he knew that he wasn't the best fighter on the planet, yes he had speed, strength and reflexes that most fighters would kill for but mainly his fighting style had been just to improvise and do his best. It wasn't until here when he started to learn how to really fight, moves the Batman had shown him were coming in handy, hell lately he'd been taking a few lesson from that Wild Cat guy and he was old enough to be his father and still had some moves…For an old guy that is.

Right now he just hadn't realized how better he had become thanks to it, he dodged attacks and had counters that really came in handy. But he couldn't stay in close, once already he nearly got shot in the gut with a laser and those arms were just as bad as someone else's. He couldn't help the Déjà vu that he got fighting this guy, he was tempted to ask him is his name was Otto thinking this could be some twisted version of the one he left behind still rotting (he hoped) in a SHIELD prison. But this wasn't Otto's style at all Peter was tempted to think it was just another strange similarity to his world but he had to focus.

"You know I'm getting tired of this and all the smoke really isn't good for me," Peter quipped as he dunked under a leg and jumped forward over another for a kick to his enemy's helmet. "Not to mention you know how hard it is to clean a uniform covered in smoke?"

He dodged another attack and countered as he went on, "And I won't get into the smell, let alone how expensive repairs are. Plus do you know how hard it is to sew this costume? I mean all that black webbing looks cool but it's a major pain to work around."

Cyber-Spider took a moment to replay to Spider-Man, "You don't shut up do you?"

"Nope, not my style. Besides it's my shtick, my quirk, my –ARH!" Peter was cut off as an arm slammed into his ribs again. He was sure that his chest would be all bruised up by the end of this but of course Cyber-Spider had to pull another trick. The front of the legs which looked like triangular pieces of thick metal had three seems into it. At first Peter thought it was just part of the construction. That is until they opened up to reveal three pronged 'claws'. One of these grabbed his ankle and then slammed him into the ground a few times before throwing him away.

Peter hit the ground in a roll and stood up a bit dazed and hurting all over. 'Oh man I think I've either gone soft or I let myself go…or maybe this guy ain't the pushover that I thought.' He tried to get himself to stop seeing three of them when one of the legs suddenly came at his head.

Peter took a shot to the face with one of the legs sending him back flying, but not before Peter managed a web blast to the visor of the helmet. While Peter got up he felt the iron liquid in his mouth knowing that he most likely had a split lip. It was one of the annoyances of his mask, he couldn't spit it out. He hated it when this happened but he focused himself back on to his foe. Cyber-Spider was trying to rip it off but it hung on, so he did something to his gauntlet and what he guessed was a low powered beam of the laser burned the webbing off.

But it gave Peter time to attack. Luckily the area they were in was large and had enough space for him, he fired to web lines to either side and pretty much made a giant slingshot. With him as the 'ammo' he fired himself at the villain. He had just finished burning off the webbing when Spider-Man dropped kicked him with the force of a missile at his chest.

He flew through a wall into another room and smashed through several pieces of furniture. James Blonc groaned as a damage display lit up on his visor. His suit had taken some nasty damage from that and one of the lasers was out of commission. "Great," He muttered using the legs to right himself up again.

"So…we going to go another round or you decided to call it quits?" Spider-Man told him walking through the big hole in the wall towards him. James didn't want to lose, Luthor would have his hide not to mention that other guy. Then he heard something he looked to the left and saw that there were still people inside, by the looks of it one of them was trying to save some kind of research data.

"Think fast hero," Cyber-Spider said and used his remaining laser to blast the ceiling over the civilians. Peter didn't waste any time it jumped forward to web up the ceiling but the strain on the webbing was more then he thought. He had no idea what was above them but it must had been heavy. The civilians duck and looked up stunned at the sight of the webbing just holding on.

"What are you waiting for?" Peter shouted and jumped to them and helped them up and out of the way, then his spider-sense hit as he was helping the last one out. He saw Cyber-Spider fire but not at him it was at his webbing. Peter pushed the last person out of the way as the ceiling came down.

"See you later…That is if you lived," Cyber-Spider said and went on his way to collect certain items that he had been sent for. He grabbed three pieces of equipment and was gone in five minutes flat. Peter could have gone after him but at the moment he had part of a building on his back.

He managed to push the civilian out of the way but in doing so he was buried under the rumble. If he hurt before well now he really hurt, plus his right arm looked like it was bent in a wrong angle but at the moment he was in too much pain to take much notice. 'Great Parker really great…oh man this hurts…how am I going to get out of this one?"

"Jeez are you still alive?" The man he saved asked, "I can go call for help."

'Call for help? Damn it why didn't I think of that?' He mentally shouted. All members of the League had a locator/communicator ear piece. Thankfully he was able to reach it with his left arm. "J'onn…can you hear me?"

"_Spider-Man? What's wrong? You don't sound too well."_ J'onn's voice called into his ear.

"I'm not…need…emergency transport…" Peter was trying to fight blacking out as best as he could.

"_We're locking on now…Spider-Man do you read that? Spider-Man!"_

**-Watchtower-**

J'onn was worried at that moment and punched in a few commands and activated the communications to the teleportation operator, "Emergency transport of Spider-Man is needed, I'm giving you the co-ordinates." The Martian watched as in seconds Spider-Man's form appeared in a beam of light, only he didn't look that well.

J'onn hit the emergency PA system, "Medical emergency to the Transporter Room!" J'onn flew over to Peter and checked him out. He was still alive and had a strong pulse but he had a lot of injuries, he hadn't seen Peter this beat up since he first arrived. J'onn had Peter moved to the medical room as soon as they could, he also informed a few of the other League members about this.

A few hours later Kara was at the station, he had returned from a mission with a few of the others when she heard the news. She quickly found out which room he was in and went there as fast as she could, ignoring a few calls for her to slow down and to watch where she was going. But she didn't care, she was afraid of what was going on.

Then when she got to the room Peter was recovering in she saw her cousin Clark there, "How is he?" She asked him point blank.

Clark looked at her, he had never seen her so worried before, at least until he had gone bad thanks to Darkseid. He gently placed a hand on her shoulder to calm her, "He's fine Kara. He took some nasty injuries but he's resting up."

"Can…Can I see him?" Supergirl asked him.

"In a moment, J'onn is looking him over one last time. Come on and sit down," He led her to a few seats and she sat down beside him seemingly lost in thought. She was glad that he was okay, she wished she had been there for him. If she hadn't been out of New York then maybe she would have heard the commotion and helped out.

Clark was looking at Kara, she had grown up a little form when he first found her those few years ago. Now she was toying with the hem of her skirt in worry. He wasn't sure if this was the time but he had been meaning to talk to her about this whole thing with Donna. When Diana had filled him in on certain rumors he had been hearing he quite frankly was shocked. Diana had been calm and to her it was like nothing. She had explained a few things about their culture, some of which he felt was a little too much information, but given that the other option was to have those girls fight it out was unacceptable.

They were members of the League and he preferred it if members could resolve their differences in a more civilized manner. But something like this…well…he was raised by certain beliefs and he just couldn't picture how something like that works. "Kara…I know this may not be the time but…well…" he scratched the back of his head nervous.

Kara looked at him, she knew him well enough to know that he only got like this in rare occasions. Normally she'd have some fun with this but not now, "Clark just spit it out, I'm not in the mood to tip toe around anything."

"Okay it's just that…This thing going on with you Peter and Donna…"

Kara groaned, "Of all the time to bring this up," She muttered and sighed, "Clark trust me it's been taken care of?"

"Well…If you don't mind my asking I mean…"

Kara looked at him for a moment and her eyes widened, "Clark!" She hit him in the arm, "What kind of girl to you take me for?"

"Ow, I'm sorry I just had to ask…So how did it end?" Superman said rubbing his arm.

"Well…He told Donna that he likes her…But only as a friend…"

"Oh…I guess that's why they both asked for the day off," Clark said to himself.

Kara nodded, "Yeah…We're giving her space."

"Well that settles things with her I guess…But what about you and him?"

"Well…The thing is…We're kind of a couple now," She bit her lip a little not sure how he would react to this. Sure he was a bit protective of her but she was a grown woman now.

Clark was silent a long moment thinking about things. He remembered when Peter was first here, back when they didn't have all the civilians working here to keep the station running. Peter had been very isolated and truth was that he could see why. In the time he got to know Peter he had to admit after all the things that poor lad went through he was a decent man. He had qualities that he respected and so he just wondered if he could trust those two. Deep down he knew that he had to let Kara make her own choices, it was just kind of hard. She was family and sometimes it was kind of like she was almost like a little sister then a cousin but Lois and he had a long talk when she wanted to move to New York.

Kara wanted to come into her own, with her own life and to get out under the shadow of Superman. He guess he couldn't fault her for wanting that. So he looked at Kara who was looking at him expectedly. "Can I trust you two to not let this interfere with your duties and that you two will be careful at least?" He said seriously to her.

Kara blinked a few things, this was not what she expected, "Yeah, of course you can."

"Well then…" He smiled at her, "I'm happy for you two."

Kara's face brightened a bit, "You mean it?"

"Yes…I will have my own talk with him later you understand."

"Clark," Kara whined.

He just held up a hand to her, "Sorry but you are family," Then he placed an arm around her, "Normally I wouldn't as good about this but at least I know Peter. I like him and I trust him."

She smiled at him, "Thanks."

At that moment J'onn came thought the door, "He's fine and if you want to see him you can now."

Clark looked at Kara, "You go on in, I think he would want to see you first." She smiled at him and walked into the room. Peter was in a bed and she didn't like what she saw, his arm was in a sling, he was shirtless with bandages over his chest and some bruising on his face as well as a few other places.

"Oh god, Peter are you alright?" She rushed over to him.

"Hey, yeah I'm on a little pain medication but J'onn told me it's nothing life threatening. My elbow got dislocated, a few banged up ribs are the worse," He paused for a moment, "Sorry but I don't think we can do that date tonight…"

Kara saw his disappointment, "Well…Maybe I could bring a movie and we could stay in late, I mean I can call into work and cover for you too."

Peter smiled at her, "Thanks…You know…I don't suppose you could come in here sometime in a little white nurse uniform could you?" That joke earned him a punch to the shoulder, "Ow! Hey I was joking and I'm already hurt there."

"Joking huh?" She crossed her arms and tried for a serious expression but Peter saw through it.

"Well…mostly joking." He grinned.

She sat down next to him, "Well…if and only IF you behave I may see what I can do, but no promises Peter." She grinned at him.

By a small window Clark looked inside and smiled seeing the two interact with each other. He heard hurried footsteps and saw Donna and Diana show up, "What happened?" Donna demanded, Clark filled them in on everything they had learned.

"Batman is already looking into what this Cyber-Spider was there for," Superman told them.

"I think I'll go and see if he needs any help," Diana said glad to hear that Peter was alright, "After all New York is now my territory too to protect." She also wanted to know who this was that had hurt a friend of hers as well.

Donna looked at the two inside, they seemed very close and she had to admit that they looked very good together. She sighed at the sight but there was no malice in her about them, you couldn't help where the heart led you after all. She was glad that Peter was going to be okay and later she would visit him, but not now. She still wanted a little space but she also didn't want to ruin this moment between the two of them. Plus Peter still meant something to her even if only as a friend and she wanted to still be there for her friends.

"Are you going to be okay?" Diana asked seeing her look at the sight through the window, wondering how the image of those two together was hard to see.

Donna gave a small smiled, "Actually…Yes…I think so," She looked at her big sister, "Go on and help the Bat," She said with a grin. 'And may your relationship with him worked out better then mine and Peter's' She silently thought to her.

* * *

**NEXT UP CHAPTER 27: NEW FRIENDS MADE**


	27. New Friends Made

Slickboy444: Thanks man, sorry but they won't know it's Luthor at least not that they could prove. He won't give Peter too much grief just a little talk is all.

Morring star: I was wondering what happened t you, I'll see what I can do. He may meet the Titans in another fic.

Uncanny R-Man: Thanks for that idea with Donna I'll think about it after I try to look up some info on that guy, yep Clark is good enough to see that Kara is happy and Peter is a good guy. Yeah I know but you got to admit it was a good joke about her dressing up and it was Parker's style to lighten the mood at points like that.

SpartanCommander: That's why I tried to improve on the descriptions on this chapter. Actually I have no clue who to hook Donna up with at the moment, any suggestions would be welcomed. No new Sinister Six in this (and it's just called 'The Six' in Ultimate Marvel)

Duke Devlin: I had no idea it was a city either until I looked it up. Thanks I tried my best for the fight and drew on any fights with Doc Ock I had seen for it. Donna will take it in stride.

Multifan: The arms of Cyber-Spider and Doc Ock too different and the tips of the arms are like those in the Spider-Man 2 movie. Doc Ock in Ultimates are smoother and the tips are a LOT different. So now Peter won't think Doc Ock is there, he's in another reality as far as Peter is concerned. I have no idea what you mean by rescue from the movies. Maybe the room is soundproof plus I don't think Clark would snoop on them. Oh and I changed that guy's name thanks.

Howlerdrode: Peter has had it too easy and actually in Ultimate Peter gets hurt a lot of the time. Thanks I've tried my best with the love triangle.

Sean Malloy-1: Just drop it okay, no Al Ghul. If I do bring in Catwoman it might be as a one shot.

Sithicus: Yep round one goes to Cyber-Spider but then there's the rematch to come.

Doza: This is _Ultimate_ Spider-Man NOT regular Spider-Man so Galactus and Silver Surfer if they exists didn't show up before Peter left his earth. I think I may agree with you with Batman's rogues

Anthony1: I just wanted to try a major fight scene to prepare myself for the end. Clark's talk with Peter may be later.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

* * *

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 27: NEW FRIENDS MADE**

Peter had been in the medical bay for three days now, after Kara left to go back to New York and cover for him at work and stuff Batman had showed up. First there was the multiple of questions, some about Cyber-Spider, others about the fight, and anything else Peter could remember. Peter had asked about what was taken. Batman had said his investigation was still on going but so far he had a few ideas on what might have been taken. Then came what Peter knew was coming but hated.

Batman gave him a very long talk about backup and the need to not jump into situations by himself all the time. He also told him that other heroes could look after New York too. Peter had listen to all of this and he tried to say that he wasn't used to calling in for help but it didn't matter. He then said that New York was his city and how asked Bruce if Gotham was his city how come he never asked for help or let anyone else patrolled it?

THAT, had earned him a solid three minutes of silence filled only with 'the look'. That look Batman gives someone that usually makes people rethink things. Peter knew that sometimes he shouldn't open his big mouth but damn it he did have a point too…At least he hoped so. After that Batman just nodded to him and left leaving a very confused Peter wondering if he 'won' or not.

In a few days after Donna showed up and he was happy to see her, it was a bit awkward at first but soon they fell into a more comfortable and relaxed mood as they started to get over things between them. There was still a slight undercurrent and he hated it but it was better then just then not talking or seeing each other. He really hoped she found someone, she was a great woman and deserved someone in her life, if it wasn't for Kara he was sure that he would have been the one to do that.

A few others had visited him, Wally came by and brought a game station so they could play against each other, for a man that could move a super speed Peter thought he would be better at video games, but then again Peter got the feeling Wally was going easy on him giving that Peter couldn't move his right arm. John and Shayera stopped by for a bit and that was nice too. They all spent time trading injury stories for a bit given that both of them had seen a lot of action in their lives.

Even J'onn took time when he wasn't busy to see him and they had nice talks with each other, mainly just calm ones that didn't have anything to do with the League. They often told each other of their homes and their old lives. Peter got the idea this was therapy for both him and J'onn in a way. He really got the idea that J'onn didn't talk much about his past to the others and most likely Peter could relate to his pain given Peter lost everything important to him and was thrown from his world by mysterious means.

Peter was also receiving some state of the art medical treatments that were still experimental but the League used them anyway. They helped Peter to heal faster then he should have. On the forth day he was feeling pretty good and a bit of cabin fever, he hated staying in place for too long and he was considering literally climbing the walls. But Superman walked in to see him that day, "Hey son, how are you doing?"

Peter sighed, "Good, getting bored but J'onn said that I only need a few more days and I can go home. But I'm off League duty for about a week at least."

"Well don't rush things," Superman smiled as he sat down, "Might as well enjoy the down time."

Peter smiled, "Yeah it's been a long time since I just relaxed," Peter thought back to when he first showed up here. That was a very rough time for him but then again that was the time the station was still empty. "You know after you made the League you hired all these people and I got to wonder…How do you to it? Take out an ad in the paper for like engineer, warning must keep secrets and not afraid of outer space?"

Clark had to smirk at that, "Well…Something like that, we run a thorough background check on everyone, followed up by a psyche exam, and they sign a non-disclosure form as well."

"Nice system, I'm just glad that this area is off limits so no one can see my face."

Clark smiled, "Well some of our members don't want their identities known so areas like this were made just for that," But there was something else that he wanted to talk about so he figured this was the best time for it. "So…You and Kara huh?"

Peter groaned internally, "You're not going to give me 'the talk' are you? Cause I got that with my Aunt." He remembered that horrible day. He had just told MJ his secret as Spider-Man. At first she laughed not believing him and so he showed off his powers. She fell off the bed in surprise but took it pretty well. Then Aunt May came up there thinking they were going to have sex or something and tried to give him 'the talk', god that had been embarrassing.

Clark smiled at him, "Not exactly, trust me my mother gave me that and I have no wish to give it."

"Did she give it with your girlfriend in the room?" Peter asked him, the look he was getting from Superman said he should elaborate so he did. Clark ended up laughing at what happened to him, "Yeah laugh it up Boy Scout, I'm glad that someone finds that funny, that was one of the more embarrassing things that ever happened to me."

Then Peter lost his smile as he thought back to those days. Those were the days he had just been starting out, before all the crap that happened like Gwen's death, Eddie, Harry and so many more things. Back when he and MJ had started dating.

Clark saw his look and felt for him, he really did, it wasn't easy to live with the kind of pain Peter had to deal with. "Well I was just wondering how you feel about Kara."

Peter looked at him and thought about it, "I care a lot about her, I mean she's one of my closest friends and I trust her, we live together pretty well too, we don't get on each other's case and I don't want to lose her."

"Do you love her?"

Peter thought about that one, "I…It's too soon for that…Both because our relationship is too fresh and because…"

Clark nodded his head in understanding and placed a hand on his shoulder. He knew what Peter was trying to say, it was still too soon after the death of this last love to try and love again. The fact that Peter wanted to try for another relationship said much to Clark.

"I want to…I really do but…It's hard to after losing someone like MJ…" Peter felt bad because he wasn't sure how much Kara cared for him was it the same or was it more? If it was more then he felt like he should care for her just as much. "But I do think I could…One day, I could love her I just need time."

Clark accepted that answer. "Well I'm just glad that you two are happy with each other. Take care of her Peter will you?"

"You got me word on it," Peter said seriously to him, he didn't want to lose another person in his life especially not Kara.

**-A few days later-**

Peter was finally being let out of the medical bay, he still ached in a few places but he could at least walk on his own. Although he was scheduled for no active duty for at least a week he wanted to just walk around a bit and get used to just being able to get out of that bed. Kara had brought him his spare uniform given that she had tried to fix up his old one. She didn't say what happened with the one she tried to fix but she kept avoiding his look and guessed it didn't go well.

He sighed internally as he pulled on his mask. She may be a great girl but he got the feeling she couldn't sow worth a damn and that he might have to make a new one from scratch. He hated that, it took so long and the materials didn't come cheap.

He was about to walk out of the room for the first time when the doors slid open and J'onn stood there, "Feeling better?"

"Oh yeah, you know this whole League thing may have it's ups and downs but the medical benefits are one hell of s perk." He grinned under his mask.

J'onn gave a little smile, he was someone perplexed by Peter. He had suffered in life much like Batman had as a child, then more so. But unlike Batman, somehow Peter through all the pain and suffering managed to still find something in life to be amused about. J'onn himself wondered how Peter did it. From the memories he saw in Peter's mind that first day he would have to guess it was a result of his aunt and uncle. They seemed to be the role models in his life, even his dead father who he barely remembered.

It was strange for J'onn for all the years he had been here he still couldn't figure humans out. They were a complex species full of contradictions. At times they were cruel, greedy and evil. But then there were those that were the opposite, even humans who are usually self-centered he found that in grave times would put it aside and would nobly help others. It was strange and yet Peter was one of the few humans he felt emphasized this. Deep within Peter he had seen the noble nature he had inside and he was from another world.

For months he thought if this was a species trait in all humans no matter what reality, and if so what could humanity become if they would embrace that part of them? There were some of the thoughts that occupied his mind from time to time but he had more important business to deal with. "I know you are still on medical leave but are you up for a little light League work in the science department?"

Peter's eyes lit up behind his mask, "Are you kidding me? The League has some of the best toys up, here I would love to!"

J'onn was amused by his reaction as he led him down the hallways. "We are in need of your particular talents. It's true we have scientists we could go to and hire, and there are a few in the League that would be able to do this but you are the closest thing to an expert in genetics of both human and meta-humans."

Peter was silent a moment, sure he was smart and science was one of the things he was good at. He excelled in chemistry and genetics. Although for a time he nearly gave up genetics because of that whole Venom and then Carnage thing. The suit his father and Eddie's father made that turned Eddie into a monster and the Carnage creature created from his own blood by Dr. Connors. It took him a long time to try his hand at genetics again after that, feeling so responsible for all those deaths, especially Gwen's.

"Okay so what do you need me for exactly?" Peter finally asked him.

"Someone needs your help, they're genetic makeup is breaking down and he needs help. We have no idea how long he has…But he's dying." Peter was shocked at this. As they entered the lab he saw that The Atom was there. He was a brilliant man, maybe on par with Tony Stark or maybe even Reed Richards in some ways. Atom was a hero that could shrink himself down to the sub-atomic level, and wore this blue costume with red.

But what was really surprising was the large Native American teen that he had been hearing about for the past few weeks, Long Shadow of the Ultimen. This was unexpected to say the least, "Whoa…Did I miss something? I mean I thought the Ultimen didn't want to join The League?" Peter asked anyone that would answer.

"Well…That's a hard question to answer," Long Shadow said a little nervously. He filled in Peter one what just happened. How the Ultimen found out that they were created in a lab, how they were dying. The battle that had just happened where the rest of his team was taken into custody and that he was dying on a genetic level and also about Cadmus.

"Oh great…" Peter sighed heavily, "Sounds like another version of SHIELD to me…Just perfect."

Long Shadow and Atom looked at each other and then to Spider-Man, "Shield?" They both asked him. J'onn knew what Peter was referring to and he didn't like it either. The memories of SHIELD weren't many to the Martian but what he did get from Peter told him that if Cadmus was like that other organization they were in for a lot of trouble. He excused himself as he had to return to the monitoring duty but he was thinking of telling the founding members what he knew of SHIELD and maybe having Peter tell them what he knew. Just so they could prepare.

Peter looked at the two of them not sure how to go about this.

"Does this have anything to do with that rumor?" Atom asked.

"Uh…Which one?" One of the downsides to being in the League was all the rumors that got circulated. A few were kind of funny but there were a few bizarre ones too. Although he did wonder about that rumor about those two Fire and Ice, they were kind of friendly and always together.

"The one I heard that you're from another reality." Long Shadow looked shocked at Atom's statement and Peter knew that only a few people knew about that. He figured it wasn't Question or Huntress they weren't the gossip type. Now as for Static, Gear and Star…well he'd have a little 'talk' with them later.

Peter nodded his head, "Yeah, hey don't look so shocked Long Shadow. We got at least what? Four aliens in the League, a guy that turns into a demon, magic users and that guy from the future. Compared to that my origin is kind of tame." He gave a light laugh at that and it seemed to put Long Shadow a little more at ease.

"Yeah sorry, I'm just a little uneasy is all." Long Shadow told him. Peter could tell he seemed like a good guy, hell he reminded him of himself with that attitude actually. He seemed kind of 'innocent' in a way too. "You really think you can help me?"

Peter nodded, "I'll do everything I can."

They got to work right away taking blood and tissue samples from Long Shadow. He still seemed nervous so Atom and Spider-Man got to talking with him as they worked. He was a pretty good kid, although he knew his memories were just fakes so at times he stopped telling a story about his past when he remembered it was all a lie.

The Atom felt for the boy, he may looked like he was eighteen or nineteen but given that he was only about a year old and learning not only his whole past was a lie but he was dying before he got the chance to live. It was cruel he was also surprised by Spider-Man's knowledge in genetics. It kind of reminding him of himself as a kid studying physics as a child. He had never really met Spider-Man until now, he'd seen him in the halls and stuff but never really talked to him.

He was easy going, had a humor streak in him that seemed to rival Flash's. He could see why Flash and him have often been seen joking around with each other. But under all that was a very intelligent mind and he seemed to know of things that he hadn't even heard of. They got to talking about the science of their different worlds it seems that even though cloning (as far as Peter knew) wasn't as easy to do as it seemed in this reality, Spider-Man's reality had a greater understanding of genetics and meta-humans.

He explained that might be because of another species of humans in his world called mutants, who were actually born with an extra gene that gave them powers or abilities. It was all just fascinating to him.

Long Shadow just listened in to them talk sometimes when they got going. He wasn't as smart as they were but he was interested in listening to the difference of Spider-Man's Earth then their own. It seemed heroes weren't as celebrated as they were in this world, at least by most. Lately some people seemed to be becoming skeptical of them like in Peter's world, hence the creation of Cadmus.

There were also other thoughts on his mind, like if they could cure him what would he do with his life? Then was also Diana, Wonder Woman. She was so nice to him and had reached out to him he also knew one other thing he didn't want to admit. He had a crush on her.

He sighed, he knew nothing could happen with her, she was this beautiful woman and he was still a teenager. She most likely saw him as just a friend anyway, it was kind of depressing that the first woman he 'truly' fell for wouldn't return that kind of affection. And after only being alive for about a year he may never find someone else that could care back for him. But he wasn't bitter she was still a great friend to him, maybe his first true friend and that was enough for him.

He had to admit that Spider-Man and Atom were working hard to save him and he was glad about that. It gave him hope that there might be a chance for him after all. It was a slim one but he had to hope, otherwise what point was there to hold onto his short life?

For Peter this was maybe a way to redeem a past mistake or at least partially. If he could use his knowledge just to save one life then he was on his way to make up for certain mistakes of his past. He would be careful this time around, no mistakes were going to be made and he was going to make sure he did everything in his power to help him.

He really liked this guy, and he felt they could be friends. That is if he lived from what he saw already it wasn't looking good. He would push on though he wouldn't let him die, he had a lot to live for, to explore life and make his own way in it for the first time. He was going to make sure he got that chance. He was thankful for The Atom's help in this, it would be easier with him helping out.

'Now if only I can find some way to stop the genetic degradation,' Peter thought to himself. Even slowing it down would help at this point it would give him time but he needed something to help his genetics to stabilize. 'Come one Peter you can do this, you turned a lizard creature back into a human, you can do this too.' He told himself. He knew that this wouldn't be fixed in a day, it would take time. He sighed to himself. He was going to have to call Kara and not to expect him home tonight. Tonight he was going to be working late and from what he figured from The Atom, he too wouldn't give up on Long Shadow either.

'Oh well…It will be nice to have the company.' He thought to himself as he went to a centrifuge with a few genetic samples.

* * *

**NEXT UP CHAPTER 28: BREAK THROUGH**

**I have a little theory on the Ultimen that will be explained in the next chapter it's just something I thought of when I first saw them.**


	28. Breakthrough

Slickboy444: I think the overprotective route was done to death, yeah J'onn and Peter are nice together. With Ultimate SHIELD and Cadmus I think they are a lot alike, although Cadmus never arrested meta-humans left and right during that Ultimate War story. The whole Long Shadow idea just hit me one day and I like him in here.

Pookie: I'll deal with Peter's love issues later, Bruce/Batman don't date cause of reasons I already stated earlier in the fic. I'm NOT hooking Long Shadow up with WW, I don't know where you got that idea.

Uncanny R-Man: No Teen Titans in this fic and I know about Fire and Ice I was just making a joke.

SpartanCommander: Superboy won't show up in this sorry, no I'm not doing that with Doc Ock I got something better in store, and I got a more logical way to help Long Shadow.

Kaliann: Yeah that really did happen to Peter and it was funny. Well you know Batman, he's kind of like that.

Kamerus: I've seen most of all three seasons by now, although I would be interesting in the link to that site but don't send it on a review they don't show up use my e-mail.

Dr. Doom: Yeah I hate it when people/events get lost and forgotten about. So I decided to fix that. Legion was in the old Superman cartoon once, and Hawkman is in the new season. I got plans for Galetea in a new fic after this.

Duke Devlin: I think the overprotective thing was overdone plus it's kind of cruel to come down on a guy in a hospital bed. Atom is a physicist but he is a genius and could help. I'm not doing LS/WW relationship in this. The Fire and Ice was left up to the reader's imagination.

Turbomagnus: They never actually said Long Shadow dies.

Multifan: I doubt Clark would tell anyone of that he's not the type. Atom is there to help with the equipment and he can help Peter out with a few things. If you look at that episode closely you can see that he might have had a crush on her. You forget they don't have access to any of that and that Beast was killed. Cheetah might be in another fic.

Doza: Yes I did explain how Peter got here everyone but you seems to have gotten it. Those scientists that brought Doc Ock were responsible, read over the chapters with them more carefully this time and you'll see that I subtly hinted that the last time they did their experiment was the same time Peter ended up there.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

* * *

**AN: I am thinking of Long Shadow and Donna now that people are asking it may be a good pairing and he's a lot like Peter personality wise. I'm also not sure about doing the episode when they time travel maybe that will be a small fic.

* * *

****JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 28: BREAKTHROUGH**

It had been a week and so far Peter hadn't found anything. Sure there was some headway but he kept feeling like he was missing something. It didn't help that he had to split his time on this and his actual day job. Sure he lived rent free but that didn't cover expenses. He was still trying to think of a few nice things for the place, although Kara had done some redecorating. Just a few posters and pictures and a few items here or there nothing major.

Peter walked into the lab looking for Atom wondering if he was off on a mission. But then again he was talking about a man that could shrink to a size smaller then Wasp from the Ultimates, "Hey Atom you in here?"

There was a small glow as The Atom enlarged himself, "Taking a first hand look at something?"

Atom nodded with a smile, "Yeah you can really see things differently from the microscopic perspective." Peter had to wonder at that, although the idea of being the actual size of a spider wasn't appealing let alone smaller. Hell most of the League were taller then him as it was.

"Anything interesting or helpful?"

Peter saw him shake his head, "Interesting yes, helpful? No." Peter sighed to himself, Atom may not be in the field of chemistry and genetics like he was but Atom was sure helpful. He knew his way around the lab and even helped Peter to construct a couple of new equipment by modifying the old ones. Since a few of their equipment was still state of the art it could still be improved.

Peter sat down on a chair resting his head in his hands. Atom came up behind him and patted him on the shoulder, "Take it easy we'll find a way through this."

"Yeah I know I just hate working against the clock, especially since we don't know how much time we got left," Atom had to nod at Peter's comment. He too didn't like this, for all they knew they had hours to weeks to find a cure for Long Shadow.

"I just wish we knew how they made them, it might prove a bit more useful to know what went wrong." Atom said off hand looking at the computer results for a simulation that Peter programmed on how a few of their ideas could work out. So far none of them seemed to fair too well.

"Yeah if only," Peter leaned his head back. After a moment his head snapped back up, "Hey wait a minute…Atom how were they made?"

"They were grown in a lab you heard that."

"No I mean _how_," Peter stressed the word looking at him as a theory was starting to come together, "I mean yeah I know that part but you can't just grow people from scratch and give them super powers. I mean where did their powers come from? What did they work with to base them off of? You can't just shot gamma rays into a test tube and hope for the best."

Atom thought about that. They would need a template to work with at least, "They all at first had just one power until they mutated, all different too."

Peter nodded his head glad to see his friend was on the same train of thought as he was "Yeah but weren't some of those powers similar? I mean that Jolt and Long Shadow have powers similar to at least two League members that I can think of not to mention a few others too."

Atom suddenly got a very bad feeling as to where this was going, "Tell me you're not thinking what I think you're thinking."

Peter nodded, it was a scary thought but it made sense, "There's only one way they could have created them so quickly…Cadmus has detailed files on who knows how many members at this moment and what's worse you bet they got samples of the DNA of a few of them by now if not more…"

Atom hated to admit this but this made sense it also gave him a bed feeling in his stomach, "So you're saying that…Cadmus created them out of the DNA of League members." It wasn't a question but Peter nodded anyway. This was bad this was really bad if some shadow group was messing around with the DNA of heroes. Hell for all he knew they had villain DNA as well.

"Do we have any DNA records of the League?" Spider-Man asked and Atom went to a computer terminal. He called up the League date and started to run a comparison through the League members. All of them had their DNA profile on the security system and their membership cards so no one else could use them. Atom really hoped that Spider-Man was wrong but on the other hand if he was right they were a large step closer.

Then after about thirty minutes of DNA comparison there was one partial match to Long Shadow. Peter looked at the name and then went over to a communications unit in the wall and called up J'onn in the monitor room, "J'onn, Spider-Man here we need to for you to send someone to the lab as fast as you can."

"Who do you want me to send?" The Martian asked.

"Atom Smasher."

Several hours later Long Shadow was sitting on the observation deck just looking at the stars. Usually when a person was dying you'd expect a person to be with their family, writing wrongs in your life. The thing was he had no life, not really. All his friends his teammates were now on their own deathbeds with Cadmus. He really hoped that they would survive, they were all each other had in the world.

So here he was just looking at the stars. It was strange he knew that he was dying and yet was kind of at peace with it. Sure at first he was angry like the others but he accepted it, he also had to have hope that things would turn out better.

"Peaceful isn't it?" He turned to the voice and was surprised by what he saw. There was Donna, Wonder Girl leaning onto a rail looking out to the stars. "I think everyone comes here now and again when they feel the weight of the world on their shoulders."

Long Shadow nodded, he hadn't met Donna before but she really must be Diana's sister, the two looked almost identical. A few differences in the features and she was younger too but there was a strong resemblance. "I didn't know you felt like that."

She gave a small smile this man seemed like he had deep troubles like herself so she figured maybe it was best to get an outsiders look on things. Sometimes strangers could be just as helpful as friends, "Well…The boy I like wants me only as a friend and he's fallen for a girl who is one of my closest friends. I still like him a bit more then a friend. My sister calls it a crush and maybe she's right, but I still feel a bit guilty for thinking of him like that, but I also feel a bit envious of my friend because she has what I want." She looked at him, "Silly I know…So what's your deal if you don't mind me asking?"

Long Shadow wasn't sure what to say but if she could bare her soul he might as well, besides he felt like he needed to talk about this, "I found out I was grown in a lab a year ago, that all my past memories are fake and that I may have only months to live," He told her with a deadpan look.

Wonder Girl gave him a curious look like she was thinking if he was telling the truth of not, "Okay…You win." That broke the tense moment as both gave a small laugh at it. She sat down next to him, "You know my sister told me a little about you, she said you seemed like a kind and caring person," Long Shadow blushed a bit and she smiled, "And shy too it seems."

He gave a small smile she was a very easy person to talk to, "So do these friends have names?"

"Spider-Man and Supergirl." Donna gave a half smile.

"Really?" That surprised him, "I've met him, he's a nice guy easy to get along with."

She nodded her head, "Yes that's him, so if it's not too painful why are you dying?"

"It's how I was made, they screwed up making me and my team in a lab," He said in a slightly dark tone.

"You know my sister and I were made and not born as well," She saw his surprised looked and she smiled," Oh yes not many people know this. My sister was created out of clay first I was made from some that was left over some time after it."

"Okay…I never say that coming." She gave a small laugh and he had to admit talking about this did feel a bit better, "Anyways Spider-Man is trying to come up with a way to help me out."

"He's a good friend and I know he'll do his best. He's also smart so if anyone can help you out he can."

Long Shadow nodded his head. He hoped she was right, after that the two just sat there in silence just watching the stars. It was a comfortable silence both of them just sitting there and enjoying the sight of space. He lost track of the time but he felt very peaceful at this moment then the internal speakers turned on with J'onn's voice, "Long Shadow please report to Lab 1."

"Well I hope that is good news for you," Donna told him as he rose up.

He looked down to her and nodded, "So do I."

Long Shadow had no idea what he was going to walk into either they found a way to cure him or to tell him it was hopeless. But by now he would take anything at this point all this waiting was weighing heavily on him. When he did walk into the lab both Spider-Man and Atom seemed to be excited over something, "You wanted to see me?"

Spider-Man looked up at him and he wished he could see the man's face it was hard to read him from just body language, "Yeah I think we got it."

He was stunned by this, "Y-you're sure?"

"Well…We need to test it out on you but the simulations seem to work," Spider-Man showed him on a computer screen a few test results, most of what he saw was over his head but at the end of them all the words flashing 'Stabilized' gave him hope.

"How?"

"Now there's a million dollar question," Atom said smiling as he was preparing a large clear chamber that he had modified for Spider-Man's treatment to his specifications.

"Yeah you see…We're sure that you and the other Ulitmen were created by using the DNA of other League members," He saw the shock in the man's eyes and nodded to him. He knew that this would be yet another blow to him, "You see part of your DNA, specifically your powers is the same as Atom Smasher which makes sense because you two have the same exact power."

Long Shadow had to sit down as he listened in on Spider-Man. Apparently his DNA was mixed with that of an unknown Native American hence his looks but the powers weren't stable because they never fully bonded with the other genetic makeup. His body was rejecting the other DNA like a person with failed organ transplant.

"However there is hope," Peter began as Atom filled in a chamber with some kind of liquid. "You see I've altered slightly a fresh sample of Atom Smasher's DNA. I altered it just enough so that it will bond with your own DNA and hopefully stabilize you. Your body won't reject the part of the DNA that has your powers it will just rewrite the old DNA to your own. Now this shouldn't effect your powers but…Well…This hasn't been done before to my knowledge…"

"It's worth a shot isn't it?" He looked at the red and blue hero with hope in his eyes and Spider-Man nodded.

"Yeah, Atom helped me to made that chamber over there to help put you through a type of gene-therapy. The fluid will have the new DNA in it and you body will soak it up. Infusing every cell of your body."

Long Shadow stood up, "When do we start?"

He had to strip down to his short and have a few monitoring wires hooked up to his body as well as a breathing mask over his face but he was ready for this. He dropped into the liquid as he remembered that they would give him a slight sedative so that he would sleep through this. He saw the distorted world outside and wondered if he would wake up or find himself in the afterlife. That was his last thought as he faded into darkness.

When he woke up the tank was being drained and he felt a bit weak from lack of movement. His eyes were a little light sensitive he fell to the floor as the liquid was gone and he tried to stand but his muscles had been so inactive that it was a struggle. As the front of tank opened up he felt hands on his body taking off the monitoring equipment and the mask. He felt himself being lifted up and placed on a bed he felt cold but then someone threw a blanket on him.

"Hey you awake?" He heard a voice call to him as his vision cleared up to see Spider-Man looking down at him.

"How…Long?"

"About three days it took a bit longer then we thought but from the test…It's looks like it worked. You're DNA has stopped destabilizing and from what we can tell you're perfectly healthy," Long Shadow smiled and he felt like crying out of joy at the moment. He had his life back and best yet he could finally live it the way he wanted to as well.

"Thank you…" He whispered out.

Peter patted his shoulder, "Hey it's what we do right? When we get you all cleaned up let's get you something to eat. I bet you're hungry after living like a fish for the past few days." Long Shadow just smiled and nodded his head.

**-Cafeteria-**

Spider-Man and Long Shadow were walking to a table with a tray of food, they're weren't any free ones but Peter saw that Green Arrow was there along so they might as well join up with him. "Hey mind if we sit down?" Peter asked.

Green Arrow smiled up at them, "Sure why not I was beginning to think people didn't like me sitting here all alone," Peter had to smile under his mask at the joke. He had to admit that Green Arrow was a very unique person, he was this rich guy like Bruce but without all the darkness and brooding. He carried more different arrows then Peter could even guess at and he had a warm and friendly attitude.

He was also the type of guy that liked to look out for the 'little guy' as the man put it. Something Peter could relate to given that's what he did most of his hero career. "Well Green Arrow meet Long Shadow."

"Hey kid welcome to the club," GA smiled warmly at him.

"Thanks a bunch, I still can't believe that I'm finally a member and that soon I'll be on the active roster," Long Shadow said happily. In fact he had a lot to be happy about the gene therapy from what they saw was working and he had a chance at life. He hoped that the League could convince Cadmus to try the same therapy with the others. In fact as soon as he was medically cleared he could be on the active list.

"Hey boys might if I steal a seat," All three men looked and had to try not to swallow at the sight. There stood the female hero Vixen and boy did that name fit. She was this beautiful African American woman with short dark hair, piercing eyes and wore this skin tight orange costume with lone gloves that did nothing but show off her very nice body. It also was low cut down the front giving all the word a nice look at her impressive cleavage.

"Sure thing," Peter did his best not to look too hard he was in a relationship. Then again he was also a red blooded male and he was glad that the eyes of his mask were large and no one could see into them. It helped to hide where he was looking. 'Damn it why do all female heroes and villains have to be so hot looking?' He thought to himself, 'I mean isn't there any ugly ones? Or even normal looking ones? It's like every single woman I meet in this are either very good looking or walking heart attacks.'

"You can stop looking at my chest now." Peter froze as those words but then noticed she wasn't looking at him but at Long Shadow who was blushing madly. Peter was very thankful when he made his costume to go with the full face mask. It really helped to hide his expression.

"So you're Spider-Man, I'm Vixen," She said extending a hand and Peter shook it, "Ever since you moved into New York I've been wanting to meet with you."

"Oh?"

"Yes I have a place there in New York but my job keeps me moving around and sometimes I'm not there for weeks and then I got the League stuff as well," She told them taking a sip of her drink.

"So what do you do if you don't mind me asking?" Spider-Man asked and then noticed the looks he was getting from her and Green Arrow, "What?"

"I'm a model," Vixen had a humorous look on her face.

'Of course she is…Well that explains her good looks at least,' Peter thought to himself, "Uh…Sorry I'm not much into fashion."

"You need to get our more then," Green Arrow smirked and looked at Vixen, "I loved that cover for Sports Illustrated by the way, think I can get you to sign my copy sometime?"

Vixen smiled at him and nodded, "Sure thing all for a fellow member but this isn't a come on is it?"

"Naw he's got a thing for blondes in fishnets," Peter said and pointed his fork at Black Canary talking to Zatanna and Ice. He also noticed the slightly annoyed looked he was getting from the green archer but just smiled.

"Oh yes," She remembered something of a pool going on about those two. There were how many times she would shoot him down, how long it would take for her to go out with him and a few others. Then her attention turned to Long Shadow, "You're awfully quiet."

"Oh, uh…Well it's just…I'm still new here and don't know that much about everyone."

"Well don't be afraid to jump in now and then," Vixen gave him an encouraging smile.

"So does this mean that I'll see you around New York sometimes then?" Peter asked her.

"Pretty much, I just don't seem to go out on patrols as much as you or Supergirl do. Although with Diana and Donna now also residing in New York I think the local crime level has dropped a bit." It also made things a bit easier with her as well. She could concentrate on her career and her League duties more, before that she pretty much was the only one in New York and it was a big city. It was hard for her to go out on a regular basis and do the hero thing. It was one of the reasons they wasn't in the spot light much, her fashion career did enough of that.

"So Long Shadow where are you going to stay?" Vixen asked and it just accrued to him that he hadn't a clue.

Peter noticed this, "Hey don't worry about it when I first got here they let me stay in the rooms. So you got that here while you can try and make a life for yourself."

"Yeah I'm grateful for that," The Native American hero nodded. Although before now all his needs had been taken care of, he had a lot to do but he also felt a bit good about it, being on his own with no one telling him what to do or what to say. He was sure it would be hard but looking around he was sure that with the help of the others here and his friends that he could do it.

So with that he dug into his meal as he listened on to the other heroes. 'Yes it's good to be alive and having a life to live.' He thought to himself.

**NEXT UP CHAPTER 29: PLANS AND DATES**


	29. Plans and Dates

Slickboy444: Yep they learned a bit more about just what Cadmus is doing. Yeah I kind of like Donna/Long Shadow I think I'll explore them more in a sequel. It's not just JLU heck in any comic world they're aren't many ugly girls.

Gigan: Cadmus isn't the major villains in this fic they will be later on.

Uncanny R-Man: I don't know Speedy that well and there is no Titan stuff in this fic at the moment. Yeah I agree with you on the Hippolyta, given the type of women he meets can you blame him? Especially given what some of them wear.

Trecebo: Yeah I came up with that from Metal Gear Solid and a few other things. As for the chest thing I'm thinking double sided tape. Or it's literally skin tight.

Silver Warrior: I never heard of that but then the few comics I do get are usually Marvel.

Dumbledork: Sorry no Mr Mxyzptlk in this I'm getting more into plot as the fic is winding up for the finally.

SpartanCommander: The goblins were made from the OZ formula and Doc Ock doesn't know it so no. Please drop it okay. Maybe later Peter will upgrade his equipment. You'll see what Doc Ock is planning now.

DarkKnight92: Well I don't know most of your stuff is unfinished. So tell you want write up the first chapter and send it to me so I can get a look at your style.

Worker72: Yeah they'll be surprised but you'll see their reaction. No Brainiac in this fic. I know what you mean sometimes I wonder how some of those guys get hired.

KaliAnn: I think it would be too weird to talk to Atom Smasher, and Long Shadow and Donna may be an item but that's for a future story. I thought it explained everyone very well, plus with all the genetic stuff Cadmus does I wouldn't be surprised if that is how they did it.

Sean Malloy-1: No Dakota visit in this story, and yes it came out and I got it.

Duke Devlin: Yeah that theory hit me when I was watching that episode I know they were based off of those Super Friends show but this makes sense too. Yeah it will be interesting to see how Long Shadow does now. You'll see both the date and the villains.

X-Over: I'm not sure how much more of this fic is left or if I'll be able to use Long Shadow as much as you want. You'll see about little about Cadmus in this.

Multifan: Yeah they won't be pleased to know what Cadmus is doing but then again they're doing a lot of things. Yeah that was Atom Smasher, given what happened in Task Force X I don't think security will help. I hope to bring Vixen in back again she's fun to write. It took awhile for GA and Black Canary to start dating.

Doza: Well Long Shadow was only used for one episode and I wanted to explore his character a bit.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

* * *

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 29: PLANS AND DATES**

**-Cadmus Briefing Room-**

Amanda Waller was waiting for Professor Hamilton to finish reading over the file that she had given him. Well to be accurate Batman had given it to her while he had managed to get past all her security and had been just there in her living room. Apparently the League had found a way to save the Ultimen although she guessed that their decision to give her this information had been mixed. But apparently Long Shadow wanted his friends to survive and so they had given them the information.

"Well Professor?" Waller said in a neutral voice looking at the aging man in glasses.

"This is fascinating work, truly cutting edge. I mean this is like a genetic version of a skin graph only more complex but the procedure is fairly simple as well…" Hamilton had to admit that it was very impressive work it could have taken them months to come up with something like this or at least by the time they did it would have been too late anyway.

"So it will work," It wasn't a question the fact Long Shadow was said to be doing just fine was proof of that. Although the League wasn't happy discovering that they had been using the DNA of many Metahumans in their research. So they found out one of their many secrets nothing to worry about anyway it wasn't like they could stop them plus they had more then enough genetic material from most of those people anyway.

"Yes it should the tank will take days to build and program if not a week and that's with going nearly non stop but I believe that I can do it." Hamilton sat up picking up the folders from the desk, "I should get to work immediately."

"I don't think so Professor," Waller told him and she saw the shocked expression from his face at her words.

"But they are starting to show more advanced forms of degradation, at this rate they won't last more then a week, two tops." He pleaded with her.

"They are unstable and untrustworthy Professor you saw what they did," Waller had tried to create a team of heroes that she could control and use against the League. To fight fire with fire in a way but the Ultimen prove to be unreliable given their little attack on civilians. "You saw that were out of control and are too much a danger to the civilian populace, they are finished Hamilton you are to save their genetic data for something else I have in mind as for them…Just make them comfortable until they die."

Professor Hamilton wasn't sure what to think of this, sure they needed weapons against the so called 'heroes' but this seemed a bit cruel to them, "But they could still be of use."

"No they won't if we cure them they'll turn on us, you know this. It's a good thing you're little 'pet' Galatea is still on out side although she's still not one hundred percent. So the Ultimen are finished with us, we can't trust them or allow them to leave so we have no choice…Let them die Professor."

He knew an order when he heard it and nodded. He hated this but Cadmus was the only thing that could save them in the League turned rogue and sometimes sacrifices for the greater good had to be done. He didn't like this and he knew he wouldn't sleep well after this but he had a duty to this world just like they all did. So with a heavy heart he left and would put the files away somewhere safe just in case they were needed.

Waller also didn't like it but it was the only option she had in order to keep Cadmus safe, the Ultimen were just too dangerous. But now there was the other mystery. Who had come up with the cure? As far as she knew the League had no geneticist with the skills to come up with a cure this fast. No they had an expert in metahuman genetics to come up with something like that. Now the only thing was who had they missed? She would have several of the data crunchers go over all the information they had on them all and see if they had missed something.

**-New York-**

Peter sighed and just fell onto the couch in front of the TV looking up at the ceiling. It was strange how this place was becoming more like home little by little. Although days like this he wished he could just be back home with Aunt May around. He really missed her and the others but he had been dealing with it. At the moment he just placed his arms over his eyes, well at least the entire day wasn't so bad. He had a little fun with Flash at the Watchtower as he was only up there for a medical check to see how he was healing up.

Personally he felt fine, unfortunately at work he had to cover a story about illegal dumping, the factory had been a chemical one and he got some nice pictures when he 'wondered off by accident' and found them dumping some stuff in the sewers. Although his clothes smelled from the fumes and he had just gotten out of the shower. His clothes in the washer still smelled. He had to throw them out, he learned that sometimes you just can't get smells out. Although personally that usually involved his uniform.

He was just relaxing when he felt what felt like a kiss on his forehead and removed his arm to see Kara floating above him smiling, "Hey, rough day?"

"Oh just the afternoon," Peter smiled back up at her although by his point of view she was upside down.

"Yeah I heard that you and Flash got it in your heads to 'liven' things up a bit," She smiled at him. She had heard from a few of the others a few pranks had been pulled. And both Flash and Spider-Man were said to have been part of it.

"We were bored and it was a slow day, plus we didn't interfere with any operations of the Watchtower." Peter defended himself.

Kara floated down and they sat together on the couch. "How did you two turn Booster Gold's uniform from gold to black and green?"

"Flash took it while he was in the shower and I put a swarm of nanobots that altered the color…it should only last for about two days tops." Peter shrugged.

Kara had to laugh at that, everyone had kept calling him Green Lantern for the entire day. Not to mention a few other things, like whenever certain doors opened sounds like groans was heard, or whenever someone flushed a toilet on level five a beeping could be heard throughout the level, a few other pranks like entire locker contents were switched. Although when Green Arrow opened his locker to find the bras of every woman on the station in there he didn't seem to mind that much, at least until the other women saw him with them.

"You know that you most likely can't show your face there for a few days right?" She asked him.

"Most likely," He smirked and put his arm around her pulling her close to him, she smiled and snuggled closer, "Want to keep me company?"

"Well I don't know…" She teased him.

Peter took back his arm and shrugged, "Okay then I'll see if Donna wants to." She smacked him in the arm, "I'm just kidding."

"So what do you want to do tonight?" Kara asked stretching out, "I feel like going out tonight and having some fun."

"What? You didn't have fun in Kansas?"

Kara made a face at him, "No! I was boring there! I mean for a couple of years I was stuck there, sure the Kents are great but it was soooo dull. One of the reasons I wanted to move to New York was because this city has it all."

"Well then I saw we go out on the town then, I could use some time to just relax."

Kara brightened up, "Great! There's this new club I've been waiting to get into for awhile now, I'm going to go change."

"Change?" Peter asked to him she looked good enough as it was in her jeans and shirt.

Kara rolled her eyes, "Come one Peter we can't expect to go clubbing like this, what didn't you ever go clubbing before?"

He scratched the back of his neck, "Not really…I was the geeky unpopular type back home remember?"

"Oh…Well let's fix that," She grabbed his hands and hauled him up from the couch, "Come on time to cut loose and have some fun!" Peter had to smile at her attitude she just had this energy about her. So Peter decided to change he found a nice pair of black jeans and a matching black shirt. MJ had always said black seemed to make him look better so he went with that.

By the time he got out after fixing his hair he waited for Kara, "Hey nice look Peter," He turned to her when he heard her voice but he couldn't speak. There Kara was her hair was all free for the first time it seemed just hanging loose some falling over her shoulders with a black leather mini-skirt, stockings and a red tube top shirt. "What? Too much?"

"Uh…" Peter tried to think of a response sure she looked hot but did he want everyone else staring at his girlfriend? Although the thought of a knockout under his arm did appeal to his ego slightly.

Kara just shrugged and grabbed a jacket, "Why don't we go out to eat and then go clubbing?"

"Uh, yeah sure." Peter shook himself out of this frozen state. They went out to the city and took a cab to a nice place they usually ate at. Of course they could have flown or swung there but both of them just wanted to be a 'normal' couple for the night. Although while eating there Peter swore his spider sense went off as he was looking out a window at their table.

"What is it?" Kara asked him seeing that look on his face knowing he must have picked up on some kind of danger.

"Can you take a look and see if anything is wrong out there?" He asked her. She opened up her hearing and her enhanced sight into the dark streets but nothing caught it. She looked back at him and shook her head, so Peter just shrugged it off, "Guess it was nothing major then."

After they ate Kara led him to the club it was a pretty good place near Times Square apparently a few of the girls from work had talked about it and she had been dying to see it. He had to smile at how excited she got, he had lived in New York all his life and it was just home to him but to her it was bright and new. Although waiting in line took them nearly an hour until they got into the club.

Inside the place had loud techno music, laser lights and your typical club. "Oh this place is so cool," She said looking at the place and then quickly grabbed his arm and dragged him to the dance floor, "Come on Peter!"

He let her lead her to it and he was a bit self-conscious at first although Kara moved with the music like a pro obviously she knew how to dance, "Come on Peter just go with it," She smiled encouragingly at him and so Peter tried his best although he was thankful his powers gave him good rhythm and fluid movement. He didn't think he was as good as Kara but he did his best.

After a few dances both feeling a bit hot they walked to the bar to get something to drink, "So you having fun yet?" She asked him.

"Yeah I am," Peter smiled at her.

She smiled at him, "Well you're not the outcast you were in high school, you are a great and good looking man."

Peter blushed a bit at her comment, "Well I'm so sure I mean I saw a lot of heads turn when you walked in."

"Oh don't sell yourself short either Peter you didn't notice a few girls eyeing you mister," She said back and it was true she had seen a few girls give him a few second glances. She just wished Peter would see himself as he was now and not what he viewed himself as.

"Yeah well those guys are looking pretty hard at you," Peter nodded past her shoulder and she saw a couple of good looking men looking in their direction. She turned back to Peter and shrugged.

"I can't help it how I look."

The Bartender came up to them, "This is from one of the men to you," He handed them a drink.

"Uh sorry I'm on a date," Kara told him.

"It's not for you, it's for him," He nodded to Peter who paled as both looked back and one of them waved to Peter.

"Oh god," Peter moaned. Kara wasn't sure if she should feel insulted or laugh at this although this was pretty funny.

"Well…It seems you're also attractive to men too," She joked and saw Peter uncomfortable with this, "Hey I had Donna come on to me so now we're even."

"Yeah okay, but never speak of this to anyone okay?" He begged her and she looked like she was thinking about it. "Kara," He warned.

"Well okay I won't but just for you," She told him but he was crossing her fingers behind her back. She figured this would always be good to have over him just in case she needed a favor from him. After they got their own drinks they took off to the dance floor again.

Later that night when they came through the front door both felt tired but it had been a fun night, "Man I can't remember the last time I enjoyed myself like that…I really can't," Peter told her and he threw the keys onto a tray by the door as she closed it behind her.

"See told ya you'd enjoy yourself," She smiled as she took off her jacket and hanged it up. She stretched out with her arms over her head walking to Peter and then let them drop over his head so she was hugging his neck. "I have to say that you do know how to treat a girl."

Peter blushed a bit and smiled, "Yeah well I was raised right."

She gave him a peck on the cheek, "Yeah you were. You know Peter at first I was scared that this might ruin our friendship but I'm glad that we're trying this out. I mean…Well…You're my first real relationship to he honest I mean we basically have a real adult one here."

Peter nodded his head, "Yeah I mean not many guys live with their girlfriend but I think it was for the best anyway," He placed his hands on her hips and pulled her close to him. "I haven't been this close to someone since…"

She gently caressed his face knowing what he meant he gently took her hands and kissed it. She smiled at him at the old fashioned gesture but she liked it. He then gently placed his hand on her chin and slowly leaned down and captured her lips with his own. She fell into the kiss, he really was a great kisser and soon they deepened the kiss as she opened her mouth for him and slowly felt him run his tongue inside of her mouth. She returned the favor. They continued walking back until they accidentally hit the couch and fell back onto it, Peter hadn't noticed his spider sense going off but didn't care.

They just stay on their couch making out for awhile totally wrapped up in their small little world. After some time they pulled apart both flushed and breathing hard, "Wow," Kara could only say her heart was racing in her chest and she could hear Peter's as well.

"Yeah…That pretty much says it all," Peter grinned caressing her hair. They stayed like that for a moment and Peter knew it was usually at these times two choices could be made to continue or not but to be honest with himself this was a great night as it was. And he wasn't ready for that step.

"I think we should turn in, work tomorrow and we don't need to be late."

Kara sighed and nodded he had a point and it was a fantastic night. They got up and smoothed out their clothing a little, "Peter…Tonight was great I hope we do this again," He kissed him once more on the cheek and Peter had to smile as she walked off to her room.

Kara changed into her sleep clothing with a happy smile on her face. Peter always made her smile and she still couldn't believe they were a couple, it only seemed like yesterday when they had first met and they had talked on top of the Kent barn for hours. She should have known there that Peter wasn't like most men and she was glad to have him. 'I can't wait to tell Barbara about tonight,' She thought as she slipped into her bed, 'She'll want all the juicy details too.'

As for Peter he went to bed with a smile too, which was a rare thing for him but he was glad for it. Kara just made his life seem brighter and he knew he needed that. He still missed his old life but his new one was starting to turn out pretty good. He had his own place, lived with an amazing girl he was dating had a lot of friends, sure that didn't fill the hole in his life but it helped. 'Maybe for the first time I got a real break,' Peter thought to himself as he looked up at the ceiling.

**-Metropolis-**

Lex had taken the time off his campaign to look in on his 'associate'. His limbo turned to the warehouse that was shielded from practically any type of surveillance known to man. He got out and went to the door that had a palm and rental scanner only a few people knew the code anyway. When he got into the large open space and all the lab equipment all around it, Luthor scanned the area and hoped that this was all of this turned worth while.

He saw the 'good doctor' at work his back turned but one of those tentacles turned to face him, he really didn't like those things. They made him a bit uneasy with how they 'looked' at him now and then. "Ah Mr. Luthor one time as usual it's so refreshing working with a profession who knows how to be on time."

"You told me you had something to report," Luthor said getting straight to the point he wasn't much for beating around the bush, especially with what they were doing if the League found out about this they both would be in serious trouble.

"And to the point as usual," Doc Ock smiled and walked away from his work bench so Lex could see what was on the bench. On it was a long metallic device weapon and not just any weapon it was the same one Lex had used to strip away the powers of the Justice Lords.

"You do good work Doctor," Lex smiled eyeing the weapon that he had spent nearly a year developing in secret. "It looks like a perfect duplicate, is it fully functional?"

"I believe so but since I won't test it on myself and kidnapping a hero and using the ray on them would bring us unwanted attention then I only had to make it exactly as your notes told me to and I ran diagnostics and all seemed to be in working order."

Lex nodded, "How about our 'employee'?"

"He was successful in stealing the last part of what I needed yesterday in Central City. He'll be on the way here soon," Doctor Octopus told him as he moved to another area where an even larger device was in the process of being built. They were three was a huge metallic circles raised up horizontally on a rectangular platform. There were cables running from it to computer banks, computer terminals power generators and other equipment.

"This however after a few improvements to the design is nearly ready," He told Luthor as a metallic tentacle swept over the machine.

"How did you get the right coordinates? There had to be an infinite number of realities to look into." Luthor had to ask since he had been wondering about that part of the plan for a very long time now.

"Simple once I found what I needed," A metallic arm picked up a piece of white torn cloth. "It wasn't easy to find I had to hack my way into certain servers but then again when I found out about those individuals I knew they would be the perfect tool."

Lex took the cloth and knew what it was or at least part of what it had been from, "So you found a piece of his cape?"

"Precisely, you see the data that I…acquired, from the scientist that created this data had several realities my own included in their data. They also had a few others and with that I extrapolated a 'map' program if you will. Each reality has a different level of quantum difference. The closer the reality the less the difference now using this reality's quantum signature that I scanned, my own as the more extreme distance I was able to make a 'scale' if you will."

"I follow you so far, so with all of that all you needed was just to adjust for a slight difference, but that still leave untold number of realities to look for," Lex looked at the cloth and smiled, "This carries the signature that you needed didn't it?"

Doc Ock smiled it was truly liberating to finally work with a man with an intelligence that matched his own, "Very good, yes with that I pinpointed the reality now when this is finished all I need to do is go there and make them an offer they can't refuse."

"You do know they despise me right?" Lex put the cloth down he knew very well that they would like nothing more then to kill him if they saw him.

"True, which is why I won't tell them about us, I think it best if they feel I'm on this on my own terms." Lex nodded to that, it would be best. "And besides I can give them everything they want, freedom, power and above all the one thing both of us know is a true motivation…Revenge."

"Yes that is something I know about," Lex nodded and soon he would have his revenge. He smiled at the irony of it all he had to admit there was a type of poetic irony in how the League would be destroyed from both outside and within.

Doc Ock turned to the device and smiled, "Yes things are about to get very interesting," He had to admit this was going flawlessly. He had even procured a few 'friends' in the underworld thanks to Lex's contacts and he had even made a few inquiries about Peter Parker. Nothing major just keeping on eye on him, the people in his life. There was some in formation on him that was puzzling like how he knew Bruce Wayne the place he was living at was registered to him.

Plus he had been seen with both a pretty blond and brunette girl as well. He would get to them soon enough but first he had another part of the plan. He grinned at the new and improved device, "Soon, very soon this world will see the return of the Justice Lords."

**NEXT UP CHAPTER 30: EVIL PLANS IN MOTION**


	30. Evil Plans in Motion

Slickboy444: Yep Peter has finally caught a break but you know how that will turn out later. True Kara is a lot like MJ maybe that's one of the reasons he fell for her. Yeah the people at Cadmus are cold but not entirely evil. The plan will unfold now.

Aaron: Thanks I wanted to show what a normal date would be like. Yeah that was sad what Waller did and you know that Doc Ock and the Justice Lords will cause nothing but trouble.

Uncanny R-Man: Yeah no one likes Cadmus, yeah that is a nice mental image of Kara, I'm glad you loved that part with Peter and that guy. Brutal is right with the Justice Lords are involved.

Worker72: I just said that Brainiac wouldn't show up in this fic, no Hamilton will not tell them, and I'm not reforming the Justice Lords. Metallo won't show up in this fic again sorry.

SpartanCommander: Well Doc Ock will be very persuasive and yeah he will have a backup plan. I knew that he could do that already I've seen him do that a few times.

Laser Crusader: I update that fic more cause with Slickboy444 writing half of a chapter it's just easier and more fun to write that one. All Luthor knows is that he wants revenge against either one or more members of the League and he's fine with that.

WelshSpiderMike: Yep it should be and I've been meaning to ask since you don't have an e-mail address I'll use this. Did you stop writing?

Dr.Doom: Yes I said it before that Cadmus will be the major villains in the sequel.

Sean Malloy-1: She and Superman can control their hearing, and I got the double disk DVD.

Duke Devlin: Yeah that's what I think Waller is too, but sorry no rescue for the Ultimen I mean they can't find out about this anyway. I'm glad you liked that date I thought that bit at the bar would be funny to add in there. Yep I like to surprise people and who better to take on the League then them?

X-Over: Camdus won't be a big threat in this in fact this fic is starting to get close to the end. Your answers about Cadmus and Peter will be answered at the end.

Jonsphantom: I think you're forgetting the Justice Lords had their powers taken away so when they were returned to their world the people wouldn't fear them anymore. You'll see how it all changed.

Multifan: Yeah Peter and Waller may cross paths later but not in this fic. Glad you liked the pranks, and yeah that bit at the bar I just had to do. Actually Doc Ock is smarter then to go head on against Kara/Donna but you'll see what I mean later. I'm not sure not all heroes are in the League so maybe Batman wants them as free agents to help guard Gotham while he's out.

Doza: Yeah Doc Ock from the Ultimate comics or regular ones is evil.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

* * *

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 30: EVIL PLANS IN MOTION**

Doctor Octopus had spent the last week on the dimensional machine and finally got it ready. He also received a few new photos of Mr. Parker having dinner with that same blond. Apparently they had gone to a club well how nice for him, at least for the moment. He had also gathered up a nice amount of data on other heroes he was going into this well informed plus he had reviewed everything that he could of the Justice Lords as well.

Now after putting the finishing touches on a remote based on technology recovered from a Boom Tube one of the devices used by Apokolips to travel the galaxy. With a little redesigning it would interact with the machine enabling him to open the portal from anywhere in the other world. He was lucky that Intergang still had the plans for this. Luthor of course was now staying clear as Octavius had made sure any and all traces that Luthor was involved was gone at least that which he couldn't explain away.

He activated the machine and smiled seeing the portal open up in what looked like Metropolis only from the readings said it was another version. He quickly stepped through it and felt like his entire being was shifted. It was still a 'bumpy' ride but not as bad as his first time through this process. He hid his arms under his trench coat. He knew that they hated being kept under like this but it was necessary.

He told them with the mental link that he shared that they would get the change to come out and play. But first he had things to take care off. He walked the city as no one had noticed a man just appear out of nowhere. But then again if anyone had they most likely would have just thought they hadn't noticed him or just shrugged it off. 'Such was the feeble mind of the mundane,' He thought to himself.

He walked by a store with TVs in the window and saw a few things, it all looked the same to him but then again he was looking at the news channels. So far there weren't any references to the Justice League of the Justice Lords at this time. Usually they would have said something about them at least once.

He walked on and bought a newspaper from a corner stand. Thankfully the currency he had on him matched this world's and he looked through it. It was pretty tame by his standards. Usually he was used to reading about some kind of mutant trouble or villain or something along those lines but this was pretty tame. Sure there was crime and natural disasters but no heroes to save the day and no villains making trouble it seemed.

But then again the Justice Lords from what he had heard were very brutal so it stood to reason that they were very efficient in dealing with the criminal element. He deiced to head to the main library for some research, mainly the news archives. He was there for hours looking up the history over the last year or so. He was amazed at just what the Lords had done as they had practically ruled this world. The criminals had all been 'reformed' as it was called. But they really had been lobotomized by Superman.

Apparently it was a long and very tightly gripped rule too. They killed President Luthor, the irony of it all not lost on him, and then had taken over not only the United States government but pressured all the world under their thumb. There had been riots and of course protests but they were silenced in efficient manners. He took a moment to think on this, so this was what SHIELD feared he guessed, a world where beings of power decided to use it to control the world. The fact that it had been the 'heroes' who had done it was very interesting.

It truly was evidence how the life of one man can make events spire into a new direction. Like how the first world war started by a simple assassination, Hitler, Napoleon, and many others. The death of Flash seemed to have galvanized them in a way he never would have thought. It was most interesting.

He read on and later that day he found out how the Watchtower was put out of commission, all the statues and praises of the Justice Lords were taken down, and the Lords themselves were put into prison for their actions against the world. It seemed they had lost more then just their powers and many of the charges he guessed were true against them but he also knew one of the real reasons. Even without powers the world still feared them and wanted them safely put away where they could keep an eye on them. This was when he had learned about The Cell, the prison where they were kept.

He smiled as he read on, and found out where it was. The thing about prisons was that they were designed to keep people in not keep people out so breaking them out of prison would surely be a simple manner. He rose up from his chair after making note of where the The Cell was located and smiled to himself.

"I believe it's time for them to have a visitor, don't you think so?" He asked his 'friends' and they had to agree with him.

**-Maximum Security Prison, The Cell-**

The Cell as it was called was created for just one purpose, to hold the five members of the team that the world had feared for so long. The Justice Lords, although Batman was still at large he hadn't been seen since the Lords were sent back to their world without any powers. The people realized that for the first time the ones that had brutally taken their freedom had no longer any powers left and defenseless were easy pickings.

They had been arrested and taken into custody at once and had been put up on crimes ranging from assaults, treason, crimes against humanity and many other civic violations. The once heroes and rulers of this world were now criminals. It hadn't been easy at first since they had been split up but then they had made many enemies, many people had either been imprisoned unfairly or had family members imprisoned or harmed even killed.

All of them had endured beatings, John had been stabbed in the back from a prisoner that had a brother die from troops that John had once commanded to put down a riot. A few of the prisoners and even guards had tried to sexual assault them from time to time. Given what they had been hatred from them was everywhere. Word of this of course got out and so The Cell was built to hold them all.

It was a large open area with tables, chairs and a TV screen. They weren't allowed to leave it though. They each had rooms connecting to the main room with guards on catwalks overhead with assault rifles with orders to shoot to kill if they tried to escape. There was only one say in and out of the lower level.

Superman was in his orange prison clothing laying on his cot. The past year hadn't been easy for any or them he knew and he hated how the people they had served and protected had just turned on them after all they had done. Lois had only visited him once to tell him that she was sorry about what happened. And also that she was seeing another man. That hurt worst of all to him, even more so then his parents never seeing him once, that Lois the one person he loved and had hoped that she above all others would stand by him.

But he had been betrayed again. Over the last year all of them were more hardened and their attitude more darker. They had given the world paradise and safety and the world turned on them as soon as they were helpless. It sickened him to no end to think about that. Plus prison life before the Cell was even harsher, John still carried a scar on his back and they all carried some type of scares both physical and emotional from their lives.

Diana had been taken out of solitary when they moved in here after killing one of the guards that was part of a group that attacked her in her cell. Instead of having their usual fun they had put her in the hospital before she was placed in a dark cell for a few months. At least here nothing like that happened, although she hadn't spoken in over a week. J'onn also had been harmed, mainly one thing that had happened was they had found out his fear from fire, and had used that to terrorize him to no end. Shayera had gone through similar in fact she had been brought in a broken wing. At least John and her had each other to deal with this. Their cells were reinforced, soundproof and the front slid closed with this new glass that could tint when you wanted it too for privacy.

He was envious of those two since they rarely spent a night alone. The only one not here was Bruce and that was because at first they had thought he was working on a way to get them out and return their powers. Yes he had put a hand in stopping them but they all had thought he wouldn't let them rot here. But the news had shown a lot of Bruce Wayne in the public and nothing of Batman. Superman knew by now what Bruce was doing, he quit being Batman and was trying to 'make amends' or whatever Bruce was thinking.

Personally he didn't know why he was doing this but they all knew by now they had to write Bruce off. Diana took that hard but she got over it. They all agreed that though telling the world who Batman was would be nice Superman wanted to do it personally. Besides with all of Bruce's wealth and connections they knew he could arrange to disappear or get off lighter since he had quit the team long ago and wasn't as guilty of as many crimes.

Although when they did get out of here one of the first things Superman wanted to do was to visit his old 'friend' Bruce and show that he didn't take kindly to betrayal. He saw Diana walk in and sit down, "You've been in here for a few hours now Kal, what's on your mind?"

He looked up at the ceiling, since Clark Kent was pretty much 'dead' now when not called Superman he went by his Kryptonian name Kal-El or Kal for short. "Just the usual Diana, just the usual."

She sat there and looked at him, "You can't keep this up you know."

"I can do what I want, we're powerless, caged like animals and treated like scum!" He snapped at her, "All we had was taken from us and all we ever did was for the people."

Diana glared at him, "Just because we occasionally share a bed now doesn't give you the right to talk to me like that."

He sighed, for the last few weeks they had been sharing the night together now and then. Both of them no longer had the people they cared about and no matter who they were they still had needs. It was just out of connivance, there was no emotional attachment just two people helping each other with their physical needs.

"You're right I'm sorry Diana…"

She sighed and nodded her head this life was hard on all of them that was true and she understood. Before they could start up another conversation the alarms sounded, "What in Hera's name is that?"

All of the Justice Lords came into the open area and saw the guards talking into mikes and all of them looked like something was very wrong. The Cell was part of a main prison so it could have been part of a riot or escape attempt. But those were rare things now a days. Then the heavy door on the lower lever had a dent all of a sudden then two then three and a loud tarring sound was heard.

"Some one is trying to force their way in," J'onn surprised.

"But who? All the villains are gone, and all the others that stood against us too," John asked him, sadly some of those had been fellow heroes who tried to stand against them.

The metal door was torn open as two lone slender metallic tentacles shot out fast and gripped the catwalk and ripped it out of the wall. The guards fell from their spots onto the ground below. Some of them breaking arms a few their necks. They saw a man walk in with dark small glasses on his face, short brown hair in a brown trench coat with some type of harness with four of those arms connected to it.

"What does a man need to get visitation rights around here?" He smiled and one of the guards who was still on the catwalk through luck grabbed his gun and took aim. Doc Ock smiled at one of his arms, "Take him out please." Without hesitation the arm speed through the air and punched right through the guard killing him.

Superman stood in front of the man, "If you're here for some type of revenge we won't go down easy."

Doc Ock just laughed, "Oh please if I wanted you all dead you would be dead, no I'm here to offer you a deal."

"What kind of deal?" Shayera Hol asked him, she wasn't sure what to make of him.

"The best kind, you see I'm not from this world," He told them and all of them knew what he was talking about, they could never forget how they had tried to help that other world like their own but had lost everything they had in the process.

"You're from that other world," Superman stated to him it wasn't a question.

"Yes and no. My name is Doctor Octavius or Dr. Octopus as other like to call me, and I did travel from that world I'm not from it," He explained to the fallen heroes, "You see I came from one similar yet very different from that one and this one. Now I won't get into more details since we don't have the time for it so I must make this quick."

"I used to be a brilliant scientist until an accident did this to me," He pulled his shades and they saw his ruined eyes and put them back down, "I also formed a link with my metallic arms, not these ones the originals were sadly…destroyed…" His voice carried much regret over that, seeing Fury dump his precious arms into that molten steel killing them.

"So I've made new ones, now I was only after my rightful vengeance when they stopped me. I mean look at what happened to me? Can you honestly say that if someone wronged you in such a way that you wouldn't want revenge?" he could see the effect his carefully chosen words were having. They knew all too well and he played on that.

"Well now that I see I got your attention the man I was after was an evil man but safe because of the law, well you know how it goes. I go to jail and branded a villain for just trying to kill a man that needed to be killed," He could see the understanding in their eyes at this point although he did leave a few things out like all the other people he harmed and killed but they didn't need to know that.

"Well I was pulled out of my world into yours, I found out how to do it but there's a problem. I can't have a normal life there because somehow my greatest enemy is not only there too but also is part of the League."

"So you figure the best way to go up against the League is to fight fire with fire," John spoke up to him.

"Exactly but it's not as easy as you think there are a lot more of them now, but that's besides the point."

"Look in case you haven't noticed we no longer have out powers so what good are we to you?" Shayera told him sternly as more guards were heard coming from down the halls.

"Well that's easy…I managed to remake the device that took your powers and I know how to reverse it," He grinned at the shocked expressions on their face and he knew that he had them now. He was offering them a way to regain everything they had lost, "Here's the deal, you help me to take down the League and my greatest of enemies and in return I'll give you your powers back and the chance for revenge. Against the League and you can return to this world and do what you will again."

They all silently looked at each other they all had thought of what they would do once they had regained their powers and now they had a chance for it. There was no discussion, because there was no need for it. Superman stepped forward and looked at him dead seriously, "We're in."

Doc Ock smiled and pulled out the small device for the portal, "Excellent," He activated it and a vortex opened up, "Just step on through but I warn you it's a bit bumpy but it's better then staying here." They jumped through it one by one, Doctor Octopus being the final one to enter it as it closed behind him.

By the time the guards showed up all they saw was massive destruction and bodies everywhere but worse was that the worst and most feared prisoners the world ever had were nowhere in sight. They all just stood for a moment as the implications of loosing them started to sink in and only one of them spoke allowed what they were thinking. "…Oh my God…They've escaped…"

**NEXT UP CHAPTER 31: RETURN OF THE JUSTICE LORDS**


	31. Return of the Justice Lords

Slickboy444: Well a little action this isn't going to be a straight up battle of Lords v League but you'll get some nice action.

Big B: It's used by the minions of Darksied of Apokolypse that's what I meant.

Anthony1: I've wondered what happened to them myself and to me this makes sense on what happened, since I doubted the League would want them in their reality.

Uncanny R-Man: Damn I thought it was off, I'll fix that thanks. You've misread the last chapter Bruce _isn't_ in jail that was Superman she was with.

Worker72: Oh trust me I thought of that stuff that will be very interesting and fun to write about.

SpartanCommander: With villains double crosses are to be expected. I'm not having a team-up with Spider-Man and Doc Ock and none of those simulations. This is Ultimate Marvel remember, Carnage was a mindless killing machine, Hulk was just killed off recently in Ultimate.

Laser Crusader: Yeah I had hoped it would be Spider-X too oh well the sequel is going great. Hellfire is close to the end now, when it will exactly we have no idea sometimes we've had to add chapters. No Peter won't talk to Hamilton why would he? They don't know he's with Cadmus yet after they learn about that then yes but not in this fic.

WelshSpiderMike: Ah thanks for explaining why you haven't been around, I would have just e-mailed you but you don't have one on your bio. Well at least the winter break is coming up.

Sean Malloy-1: They'll learn more about him and no I didn't pick that one up.

Duke Devlin: Yeah I can see why you have trouble being sympathetic and prison is rough. As for their reactions to Kara/Peter and Doc Ock you'll see that in this chapter actually.

Jonsphantom: I just figured Luthor would want to permanently strip them of their powers just in case, he seems like the kind of guy that would want insurance. Do you mean a fic about what happened to them after that episode? Then that's fine by me.

Doza: Stale? What the hell do you want? You're the only person to think that and for some reason you got the strangest tastes since you complain about things no one else does. Yeah but you forget, Green Goblin is dead and Doc Ock is still alive plus it's actually split between those two by the fans on who is the best Spidery villain.

And thanks to everyone else as well I would respond to more but I have to limit myself to responses.

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**AN: I'm not too sure about this first part, if it sucks then sorry I just couldn't get my muse to turn that first scene as good as I wanted it to go.

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****JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 31: RETURN OF THE JUSTICE LORDS**

The Justice Lords were now in Doctor Octopus' base of operations in Metropolis. He had planned ahead and had replicas of their uniforms ready for them as they changed behind privacy screens. Wonder Woman looked at the wrist bands she wore and frowned, they weren't the same enchanted silver ones she had worn those had been sent back to her homeland along with the rest of her stuff. So she had to make due with these titanium versions true they would stop bullets but they weren't as indestructible as her old ones.

Hawkgirl was also using a makeshift mace. It was also a replica of her real one which who knows where it was now. John however had no power ring to use lucky for him all that ray had done was drain his ring's power but without it he was still powerless. J'onn easily shape shifted into his uniform after they all had been hit with a reserves effect of the ray. Mainly all Doc Ock did was hit them with a reserve polarity energy of the weapon Luthor had used against them in this world.

Superman was the last to come out in his white and black uniform feeling much better now to not only be back in it but also to have his powers again. There was also a lot to take care of for the moment and he walked up to Doctor Octavius, he didn't trust this man fully, sure he broke them out of prison but it was obvious to them all that he was the kind of man they had lobotomized and left where all the others were back on their world but then again they also needed him. "Alright Octavius it's time for some better answers."

"Of course," Octavius smiled at him, "Anything in particular?"

Superman quickly gripped him by the throat, "Now give me a reason why we should work with you? You do know what we did to people like you in our own world right?" The others didn't stop him seeing as it was true that they owed this man their freedom but they also knew there had to be something else to this, when J'onn got his telepathy back they had been taking about this amongst each other while they were getting ready.

Doc Ock smiled he figured something like this would happen he had been very careful to make sure of a few things, "Well yes I do know I read up on you all, I'll admit I'm no hero never tried nor did I claim to be. I was just a man out for revenge plane and simple when things just got out of hand."

He had to control his arms, they wanted to rip Superman apart for touching him like this but he managed to hold them off. His friends were always so impatient but they were more loyal to him then anyone else, "Now you said 'people like me' so I assume you mean criminals. Well that wasn't a health spa you were in."

"We never did anything wrong," Superman said harshly shaking him a bit. "We were only doing what was right."

"Well let's let the history books decided that shall we?" He kept himself calm and collected and this was putting Superman off a bit. Usually when he had someone in his grasp like this they were cowering so he knew that this man had some kind of plan up his sleeve.

"So what if we are viewed in the same light as yourself," John stepped forward his arms crossed, "Doesn't mean we like working with the likes of you although you did break us out of that prison and gave…most of us back our powers…"

"Again, true. But I think you all need to face facts…You are not heroes anymore, not in this world or your own," He let that sink in as he figured by now they all knew that to some degree. He saw the shifts in body language and he knew this was mainly some type of test for him, to see what he was truly made of.

"So we owe you one," Superman said sternly letting him go, "But I get the feeling you have something up your sleeve. You wanted to make sure you'd be protected somehow to make sure we would follow this plan of yours whatever it is. So what is it?"

"Ah you are a bright one," Doc Ock smiled at him, "You see…I didn't give you a full dose of the energy beam."

"What!" Diana said angrily at him and by the looks of it she was ready to tare him apart.

"You think I would leave myself vulnerable to the likes of you?" Octavius smiled at them with a superior smirk on his face. "The energy in you will only last eight hours at the most then you go back to being normal again."

"So why don't we just take that ray gun from you?" Hawkgirl was readying her mace just in case.

"You could kill me and take it but I put in safeguards, any tampering and it explodes only I have the information in my mind as how it works and my mind is protected just ask your green friend there."

J'onn nodded to the others he had been silently trying to enter the man's mind but his mind was altered and it was difficult to get through add the fact that those tentacles had minds of their own that were linked made it even more difficult to him.

"Now then here's how things will work, I have someone I want eliminated but he's with a group of heroes now and if I need to take them down to get to him and to make sure that my plans aren't stopped then so be it." Doctor Octopus smoothed out his clothing, "Now then first things first is that with you're help we can slowly start to replace the other members of the League and destroy them from within. After that I give you the ray with a full charge you use it on yourselves and I have a world without any heroes and you can go home in full force to take back what's yours as well as get your revenge on the League here."

"Because let's face it, without your abilities you can't go back home and how long do you think you'll last in this world without them?"

Superman crossed his arms, he didn't like this one bit but the truth was everyone of those points were valid. "How do we know you'll keep your word?"

"You don't, but then with the League gone I have no reason to keep you here."

The other looked at each other they all hated this mainly just out of principle but they needed their powers back and until they could find out a way to do it themselves they had no real choice. "Alright fine, but who is this person you want to take out so badly?"

Doc Ock's face grew a bit sterner as an arm took a folder from a desk nearby and then several photos of a man in blue and red costume were on it. "He's called Spider-Man but his real name is Peter Parker about eighteen."

"A teenager?" Hawkgirl nearly laughed at the idea this man was beaten by one.

He looked at her coldly, "Do not take him lightly his powers and his keen intellect make him a dangerous foe and has gone against others when the odds were nearly always stacked against him. He's no rookie at this either and had faced many dangerous foes so don't underestimate him because of his age."

"Now he's been seen with to young women and lives with one of them." He pulled pictures of both Kara and Donna.

Superman's jaw dropped at the image of the two of them on what looked like a date, "He's dating her?"

"And living with her, you know her?"

"She's my…Alternate's cousin," he said in a cold voice. He remembered how Kara had stood against them back home he couldn't kill or do to her what he did to other criminals when she tried to fight against them. The Lords had defeated her and she had been put into a prison sell that had a light that reproduced the effects of a red sun. Although when they had been put into jail it was a safe bet she was finally released.

"Wait this is Donna my sister!" Diana was shocked at the image there, as far as she knew her sister had never left her island. She looked up at Doctor Octopus, "What the hell happened while we were gone."

"Now that is quite a story," He grinned at her as he started to fill them in on what he had learn that had happened in this world since they've been gone.

**-Watchtower-**

Green Lantern and Flash were walking the halls after a mission so at the moment both had some free time. "Oh come on man you're not still pissed about the pranks are you?"

"Flash I know that you two were just blowing off a little steam and sure some of it was funny and I still have no idea how you were able to get those showers in the locker room to spray that dye that only showed up after a few minutes," Although he guessed that it was mainly from Peter's chemical expertise how they pulled that off. Thankfully it only lasted a hour and the ones that got dyed took it in good humor. "But was is really necessary to pull all of those off in the same day?"

"Yeah well we just wanted to do one each but then we tried to out do the other and well…it just kind of snowballed after that," Wally shrugged although he was sure that a few of the other heroes actually got caught up into because the shaving cream bomb in the gym neither Peter or Flash had done.

"Yeah well try to tone it down if you try it again," John sighed to himself, "A few of the work crews complained and I can't tell you how hard it is to hire these people."

"Okay, okay you made your point buddy," Flash smiled and held up his hands, "But where is he? I heard he was up here and I thought he was still on medical leave for another few days?"

"He I know he's keeping on eye on Long Shadow and checking his test results ever few days but Long Shadow already has his check up earlier today so he shouldn't still be here,"

Wally thought that over, "You don't think he's developing a 'Batman' complex do you? You know hanging out here on his off time to work?"

"Guess there's only one thing to do," He touched his communicator, "J'onn do you know where Spider-Man is?"

"_He's in computer science lab 1_," Came the Martian's voice.

"Thanks," He turned to the red glad speeder, "Computer Lab 1." That's exactly where they found him too hunched over a workstation. The Computer Labs were used by the League to do research on anything that would help them in their duties or even in their personal crime fighting days. They were a few of them in different levels and all had several of the state of the art computers with large work areas. You could look up any information on the Net or in the League database. There were also programs used to recover data, video footage and anything else that could be handy.

"Hey man what are you doing up here?" Flash asked as the two walked up to him.

Peter looked at them, "Oh hey I was just trying to find any information on that Cyber-Spider guy."

"Looking for round two?" Flash asked sitting down next to him.

"Something like that," Peter admitted that he did want another shot at him, but there was something else. "It's just that the technology of those arms…They were just so similar and familiar to something I knew…So I've been looking into any information on this guy."

John was beginning to wonder what he was thinking about but he guessed from Peter's more serious tone this was personal to him so he didn't push for too much information, "What did you find?"

Peter sighed and slumped a bit, "Not much, I've linked a few crimes to him all technologies and I've been trying to figure out if there's some link or if that's what he steals or…or something! I mean this guy shows up out of nowhere with some heavy technology backing him and you'd think there would be a few clues."

"Have you tried looking up other criminals, such as thieves with the same style or type to crimes?" Green Lantern asked him.

"First thing I tried, I even looked up any that had skill in science or technology to create those weapons but no real matches." Peter had been at if for a few hours and he was getting tired of looking at a computer screen. So far all he had was nothing much, a few possible leads but nothing solid. 'Man how does Batman do it?' He asked himself, 'Maybe I should ask him for some pointers or something, or if worse comes to worse that Question guy although he's a bit…odd even for the type of people I hang out with.'

Flash should see the weariness in Peter's body and placed a hand on his shoulder, "Well maybe you just need to take a break for a bit you don't want to run yourself into the ground man."

"Flash is right," John nodded his head in agreement, it wasn't often but Flash did make very good points now and then. "Besides if you're looking for answers the best place would be at the source."

Spider-Man looked at him and even though the mask John could see him giving him a questioning look and so he gave a small smirk to Peter, "We'll wait for him to show up and then have a team scrabble to capture him, I'm sure that a guy like him will turn up sooner or later."

"Maybe that's best…But I want to be part of it John…I need some questions answered," Peter told him sternly and John wasn't sure given that Peter was still on medical leave technically but then again knowing Peter that wouldn't stop him. In the past months he had seen Peter with a great determination and he always did his best. "Alright I'll make sure J'onn knows."

"Great!" Wally smiled and clapped his hands together, "Now I don't know about you guys but I could use a bit to eat," Peter's stomach rumbled as he had forgotten to eat while working and was glad his mask hid the expression on his face, "Looks like two of us need something to eat, you in John buddy?"

John shrugged, "Sure why not."

**-Metropolis Warehouse-**

Octavius had been recalling all the events such as the failed Thanagarian invasion, the new Watchtower, the expansion of the League and anything of relevance. He decided to keep the fact Lex Luthor was running for President out of it, they were somewhat volatile as they were no need to add more fuel to the fire. By the end of it most of the Lords were staring at Hawkgirl, "If their version of you was a spy then what about you?" Superman coldly asked him.

She had hoped that this part of her life would never come out that she could just forget what had been her mission, "I…I was but I quit that after Wally…"

"Why should we believe you?" Diana narrowed her eyes, it was getting hard to tell who you can trust these days. First Bruce and now her who was next to turn out to be a traitor amongst them?

"Because she told me and I told her not to say anything," John said as he wrapped an arm around her waist. "She confided in me and sure I was pissed at first…But she was willing to ensure that Earth was safe so she sent a fake message to her home telling them that she had been found out. I was part of that deception as we staged a little 'show' for them as she was 'killed' in front of them."

Hawkgirl nodded, "It was the only way, they would think I was dead and they would know that my people were spying on them, they wouldn't risk that and I gave them false reports on the strength of Earth's defenses, they never came to Earth so they bought it."

Doc Ock just had to grin to himself, who knew that there was so much deception amongst them? Hard to believe when you thought about it but this was proving very insightful, and he was thinking of ways to manipulate this if needed just in case.

"J'onn is she telling the truth?" Superman asked never taking his cold eyes off of her. J'onn looked at her as his eyes glowed he looked through the memories and she knew not to fight or resist, they wanted answers and she would give them to her.

Finally he pulled out of her mind and nodded, "Yes, what they say is true."

Although the three of them knew that J'onn wasn't wrong for him, Superman and Diana it brought to light a few questions of her loyalty and so Diana had to ask her one more thing, "Why? Why turn your back on your people?"

She didn't flinch or turn away from the question she had wrestled with it for a long time before she made her choices and so she had nothing to be ashamed about, "First off Wally was my friend too and when we lost him we took up a cause to prevent something like that or anything else like that from happening again. I swore over his grave I would protect his home and with my people there I couldn't hold to that. Also…I've grown to like Earth as well as…Well you know how I feel about John…I couldn't betray him."

They all silently considered her words but before anything else happened, Octavius spoke up, "Well this is all fascinating with this 'after school special' but could we move on to more important matters?"

"Yes we can discuss this later," Superman nodded he needed time to think about this anyway. "So what exactly do you plan to do?"

"Well first off we divide and conquer," He looked to Hawkgirl, "Tell me how would you feel about turning this version of you into a traitor again?"

That got her interests, "Sounds like something interesting, given what you said there would be a few I bet that are still unsure about her loyalties."

Doc Ock smiled, "Oh yes it will be and it will also help your Lantern to regain his powers, take him out of commission as well as make her seem like a traitor to the rest of the League. Then with two of them down and all the commotion we start to target one of the others and replace them."

"I can do that," Diana said she wanted to wear real Amazon armor again and this was her chance, "All I need is a wig to cover my shorter hair and her clothing and it will be easy." Doctor Octavius grinned this was all going well, soon he would take Parker's friends apart one by one leaving him all alone in the world again and then when he was at his lowest he would crush Parker once and for all.

**NEXT UP CHAPTER 32: FIRST STRIKE**


	32. First Strike

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AN:****Sorry but thanks to the administrators being dicks again we can no longer respond to reviews inside of fics, we have to use that new system now and we can only respond to signed reviews thanks to that, so that's how I might have to respond to reviews from now on. What the hell is wrong with these people? If you hate this as much as me then do what I did, complain and get many more to complain and keep at it. Don't just say 'that sucks' and then do nothing, please do something about it.**

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**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 32: FIRST STRIKE**

The first thing Shayera notice was the nice warm and hard body under her that she was using as a pillow. She opened her eyes and smiled a bit to see John there. She was in his apartment after spending the night there, in fact by now they both had things over at each other's apartment only his place was always neater and more organized. He even organized her stuff, she liked to sometimes just moves things around either just a little or in another room entirely when he wasn't looking just to see him put it back.

It was pretty funny game she liked to play and of course he knew it was her, but he got her back by organizing her place. She had her own 'system' of finding things and so when he cleaned up it just took her forever to find something again.

She liked her relationship with John, it was different then back home, on her world things were a bit stricter then on Earth there was room for both couples and John did make her life seem less complicated and easier. She still got looks now and then of mistrust from the public and even a few League members but not John. He was always there for her in his own way, and these past few months had been a lot easier with him.

She still felt she had to prove herself to everyone, even Diana was still giving her the cold shoulder at times but then again she was a warrior with a strict code of honor and she knew that betrayal wasn't looked too kindly among her people. But she was working on it, she stretched out in a long shirt with like all her clothing she had to modify with holes for her wings. Well some of her stuff was backless that was the most annoying thing about living on Earth the shopping for tops and then modifying them for her wings.

Sure the clothing here was less boring and mundane as her people's sense of fashion but it was nice to just wear something different now and again. John stirred and started to wake up, "Hey there, you want the shower first or second?" She asked him.

"You can I know how long it takes to dry your wings I'll start on breakfast," he smiled up at her, she always looked beautiful to him when the sun hit her in the morning, she looked like a true angel to him. She kissed his cheek, that was another thing she loved about him he paid attention to the little things like her wings when most people never even thought about it. She walked to his bathroom as he got up and watched her leave with a grin on his face.

Hard to believe at first they were butting heads all the time and there had been times when people thought they would kill each other. Yeah strange how things work out but he was glad they did work out this way. He hadn't been this happy in years. He made his way to the small kitchen area, there weren't any walls and was open to the rest of this place. She started to make her favorite breakfast as well as some for himself.

By the time he had finished she was out and dried up, he had once seen her dry up after they had shared the shower once. That was the one and only time given how much room her wings took up and his shower was kind of cramped. She took great care in drying off her feathers and he wondered just how many other things her people had to put up with by having giant wings like that.

"Smells great as usual," She smiled at him and sat down at her table.

"Well I have tried to teach you a few things," he grinned at her, Shayera was a great warrior and many other things but a cook she was not. She could only cook if it was simple and nothing fancy, besides her work kept her busy anyway.

"So you have duty today?" She asked him taking a piece of toast.

"Yeah but only later, got a nightshift tonight as well as overseeing a training session with Long Shadow to see what he's fully capable of," He took some bacon with his fork.

She nodded her head it would be nice to see what he was fully capable of before they put him into the field so they would know how best to use him. She was kind of glad that the cure seemed to have worked although Batman did tell them that he did give Cadmus the data to cure the rest the fact that they hadn't been heard of was worrying.

After the breakfast she had to leave for a roster check up at the Watchtower. She was putting on a light trench coat to hide her wings; most people didn't notice her when she hides them given that many just saw the wings most of the time. "Hey John before I head on up to the Watchtower I'm going to get a few items that I need to get first is it okay if I place them here and get them later?"

John was putting away the dishes before he went for a shower, "Sure thing if I'm not here you got the key?"

She smiled at him, "Always," She told him as she knew he was talking about the spare key to his place. John began to head to the bathroom as he washed up. He felt good about his life at the moment, after the Marines he wasn't sure what to do with his life but the Lantern Core gave him a purpose in life and then the League formed and that filled his life with duty, something he had ever since he enlisted. But before Shayera and him started to date he hadn't realized that he had been missing something in his life after all. Okay sure he had a few romantic interests here or there but she was different then others, and not just because she had wings either. He was smiling a bit to himself and remembered how Flash told him he seemed much happier now lately and he had to agree. After shaving and then dressing he walked into the main room and was surprised to see her back. "Hey I thought you would be gone longer."

She grinned at him, "Oh it didn't take that long and I got something for you too."

He raised an eyebrow seeing her lean against the counters as he got closer, she usually wasn't the type of person to just buy something on a whim. But when he got close enough his eyes widened as her arm that had been hidden came up and her mace slammed into his face. John went flying back onto a small table breaking in and what felt like possibly a rib or two. "S-shayera…what?"

He got another mace shot to the face and with her more then human strength it lifted him up into the air as he spun and landed on his back. He hadn't his ring on since he usually took it off at nights and hadn't put it on yet. His mind snapped back to the present as her mace hit his chest and as he clutched his sides he saw her looking down on him with a predatory smirk on her face. "W-what…are…"

"Sorry but Shayera isn't here at the moment," She spoke to him and he tasted the iron liquid that he knew was blood in his mouth. "You can call me Shiera Sanders."

He looked confused at her and she stepped hard onto his chest and he tried not to cry out in pain. "Did you really think my people would let me come to this planet without a backup plan? All undercover operatives are secretly given sleeper personalities. In case one of use get captured or go renegade this personality can be activated. Mine was by the end of the battle with my people, I've been watching and waiting and now 'Shayera' will turn traitor again and destroy the League from within."

"No," He whispered out in shock at this. "She's in there she can…fight you…"

She laughed at him, "Please I've been showing up now and then and she still had no idea what's going on. I'll leave and then her personality will come back. She'll not remember any of this," The last thing he saw before he blacked out was her mace heading towards him.

**-West Coast City-**

Peter was dressed up as Spider-Man again only now he was in one of the cities that didn't exist in his world. He had a hit on Cyber-Spider that he had been seen or at least someone like him had been seen in this city. Flash was with him as well as a couple of other members that were Vigilante someone who looked like a cowboy in blue, white hat and a red bandana over his mouth. He had special six shooters that had some type of glowing ammo of some kind.

Peter wasn't sure given he didn't like guns that much and at first he was afraid that he might be another Punisher but he read up on him and it looked like he only disable and never killed with his guns. It still made him a bit uneasy but at least he wasn't worried about a body count. Finally there was Black Canary, when the beautiful blond joined up Green Arrow asked if he could tag along but J'onn gave him something else to do with another team much to his disappointment.

"So this varmint that buried you under a building is in this town huh?" Vigilante asked adjusting his cowboy hat. They were on a building in the business district that was very upscale and so had a lot of valuable stuff to steal.

"Technically it was only part of a building but yeah, J'onn told me reports placed him here," Peter nodded as he looked around the place. "So far he's stolen a couple of things here and given his nature he's overdue for another heist."

"Yes, thieves usually have a tendency to try for bigger and better scores," Dinah the Black Canary said flipping some of her shoulder length golden hair over her shoulder, "I take it that your hoping he's still in this city and hasn't smartened up and moved to another city?"

"Pretty much," Peter nodded.

"Well then when he strikes then we strike," Flash grinned and slammed his fist into his hand to drive the point him. "And with the four of us he doesn't stand a chance."

"Yeah well this guy has some nasty tricks so just be careful guys." Peter warned them as he could still remember how long it took him to heal up. Although having Kara looking over him was nice, she never did get that nurse uniform though, he had a few nice dreams of her in a tight fitting one piece. He tried to put that thought out of his head, now was not the time.

Man what was it with him? Or was this normal for guys? He hadn't even pictured Jean Grey naked until she commented on how he was the first not to try it. Of course by saying it he thought about it and tried to get it out of his head when he saw the look on her face. Thinking of a woman naked who was right in front of you who could also read your thoughts wasn't good.

"Well it's been over three hours and we've checked out several places that he might have stolen, but I reck'on that he's got to show up it's all a matter of watin' him out." Vigilante said checking his firearms, it was just out of habit to make sure they fire properly since in battle things tended to go wrong.

"Yeah but when that's my problem," Flash sighed and sat on the side of the building, "I'm no good at the whole 'waiting' thing. Having super speed like mine kind of makes me a bit hyper."

"I've noticed," Black Canary had seen him always moving, even back at the Tower when he was sitting he had a leg twitching or something. She guessed he was one of those people who found it hard to just sit still but then again when your body is hyper accelerated like his everything just seemed so slow to you.

'_Spider-Man do you read?'_ Came J'onn's voice in the JL communicator in Peter's ear. He was still getting used to having that thing in there all the time when he wore his uniform.

He touched the communicator in his ear, "Yeah I'm here what's up big man? Get a hit on this walking copyright infringement?"

'_If you're referring to Cyber-Spider then yes,'_ The Martian said to them from his place in the Watchtower, _'A police report states that a man in a black and grey suit with mechanical arms braking into a bank.'_

Peter took a moment hearing that, "A bank? He's got a suit that can take him into most places and past a lot of security devices and he just goes and robes a bank?" He turned to the others, "Does that not seem a tad cliché and low brow to the rest of you?"

"Yeah although it is kind of tradition for villains isn't it?" Flash remarked off hand.

"Must be some type of dang villain rule or somethin'," Vigilante took out his guns testing the weight and spun them around and holstered them like a gunslinger in a Western movie.

Dinah stepped forward at that moment, "Well then lets stop talking and get going, you want him and get some answers? Then let's go."

Flash grinned and jerked a thumb at her, "Got to love a woman who knows how to take charge."

Peter grinned under his mask and placed a hand by his ear to contact J'onn again, "Okay buddy where is this bank and how do we get there?"

**-John's Apartment-**

Shayera was on her way back, it seemed that it had taken her longer then she had thought to buy what she needed, mainly just a few supplies normally she would just shop in her own City but while at John's she found a few cheaper places for her to shop that had better deals. She checked her watch and sighed as she found herself running late already. She just wished she knew why it took so long normally it only took her twenty minutes but now it took her nearly twice as long. She put down her bags by John's door and placed a key in there to unlock the door since John always locked up, he may be the Green Lantern but then again that wouldn't stop a few idiotic thieves who chose to robe the wrong place at the wrong time.

Although the strange thing was that the door hadn't been locked. When she thought she unlocked it and tried to open the door it didn't budge. So she unlocked the door and walked in. 'Didn't I lock up when I left? Or did I forget to do that?' She thought to herself. She tried to remember but couldn't, plus the really odd thing was she knew that John wouldn't forget to lock up, if there was a fire across the street he would make sure everything was alright quickly before he left.

"Hey John you still here?" She asked as she pushed open the door with her back as she picked up her bags. "I just figured that…" She froze at the sight before her. The apartment was wrecked obvious that there was a fight in the room but that's not what gained her attention. It was John's limp form on the floor that got it.

She dropped her bags but she didn't care she didn't even notice when she did she rushed over to him and yet it was like the world was moving in slow motion. She knelt down next to him, his clothing ripped and torn, he had many cuts and bruises. His leg and arm were at angles that she knew the human body wasn't meant to. He was so still she was worried he might be dead. "Please John don't you dare be dead…" She didn't feel the tears she only felt the ice cold dagger in her heart, "I can't lose you too…" She whispered out as she gently took hold of his body.

Shayera took care to turn him over being careful of his neck and body. She looked at horror at his face. It was battered and bloodied there was a small pool of blood on the floor from an open wound on his head. She pressed down on it trying to stop the bleeding. His left eye was swollen shut and his lip was slip and it looked like his nose might have been broken.

Her left hand, which she didn't notice it was shaking as she reached for the communicator. "J'onn!"

"_Shayera what is it?"_ He asked her, hearing the stress in her voice he had never heard her sound so…scared before. Scared was one thing that he never thought he would have thought of her to be.

"It's John, he's been attack in his apartment please we need an emergency transport and immediate medical attention for him!"

"_I'm on it!"_

She felt for a pulse there was one but it was weak she saw her right hand covered in his blood and she felt a cold rage enter her. She swore that she would find whoever did this and make them pay, she would make them suffer and there was no way for them to hide from her. John was the bright point of her life the only thing that was truly good and she didn't want to lose him not now, not after everything.

There was a suddenly light and the familiar sensation of being moved when she found herself and John on the transporter pad. She was in a daze as she watched the medical staff rush over to them and start to work. She didn't move at first everything was moving slow again and she felt someone pull her away she didn't fight all she could do was watch as they began on the only man on Earth that loved her.

She watched as they loaded him up into a stretched and tried to go with him but felt someone holding her back. It was now that she realized that not only was it J'onn but that he was speaking to her. "Shayera?"

"Y-yes?"

"What happened?" He asked her gently you didn't need to be a telepath to see how much this was affecting her. He wiped a few tears from her face, he had never seen her like this looking like she was devastated and under it he could sense a vengeful need to attack the people responsible.

"I…I don't know I just left and came back and then…I found his place a mess and him…Like that…" She looked down and noticed the blood on her coat and hand.

"Shayera get clean up," He told her softly, "You can't help him now and we should let the doctor take a look at him."

"I want them J'onn…I want the ones who did this." She said in a cold tone.

He nodded his head understanding this, John was his friend too and even he was moved to know who had done this. At the first chance he got he would see if he could sift through his memories to see if he could find out who did it. "I know, and believe me none of us will rest until we know who did this."

**NEXT UP CHAPTER 33: SMOKE AND MIRRORS**


	33. Smoke and Mirrors

**AN: For all those fans of my AGU series KaliAnn has placed a fic based on it called Inner Demons in the X-Men Evolution section if you're interested.

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JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 33: SMOKE AND MIRRORS**

**-Watch Tower-**

Shayera was waiting patiently outside the medical ward waiting for the doctors to do their work. It had been over three hours now and the waiting was killing her. She wanted to know how things were doing but she wasn't allowing in. She didn't move from her chair in the small waiting room area. She noticed a few of the staff looking at her and even given her a few sympathetic looks but she didn't care.

She couldn't get that image of him beaten so badly on the floor out of her mind. It took her fifteen minutes to wash the blood off her hands. She had scrubbed her hands raw and they were a bit reddish and a bit sensitive but she didn't care about that either.

All that she cared about was that John would be okay. She had never been like this, back home she had lost people before so why was she like this now? Why did she feel this ice cold dagger in her heart? The people she had lost either a few friends or even just people she had served with had always hurt in some way but this was more…Personal to her. She closed her eyes as her head dropped a bit.

She knew the answer she loved John deeply and with him like this it was like someone had just took a hammer to her world all over again. Just when things start going well something comes alone, first her life on her home world engaged to someone she thought she was in love with and then sent undercover here to a strange alien world. Then she met the League her first real friends, then of course her people came and all the trouble that caused. Now just when she had a great relationship and was starting to gain some trust again this happens. It was like her life was just some comic joke and the people around her suffered for it.

Shayera lost track of time as she felt like she was being swallowed in a world of emptiness as her life felt like she was about to lose the best part of her life. She considered what would happen if John didn't make it. She didn't think she could go on, he was the one that always believe in her and stood by her. Without him she didn't think she could continue on with this. She might just give up on being part of the League and just go back to her city and just be alone. She was sick and tired of all the hurt of all the pain.

"Miss Hol?" She looked up at a woman there in the usual Watchtower uniform with what looked like a medical patch on her arm.

"How is he?" She asked her without missing a beat her heart hammering in her chest.

"We stabilized him, but he's still unconscious."

Shayera stood up then she was determined to see him no matter what. The medical officer tried to tell her that he was resting and she should go in but she didn't listen. She needed to see him and if they knew what was good for them they would let her through. Lucky for them no one really tried to stop her, when she came into the room where he was resting she just stopped and looked at him.

His arm was in a cast as was a leg, his neck had a support around it, there were bandages all over him. She hadn't seen him this bad since that affair with the nuclear powered robot in China back when the new League started. She walked over to him and sat down seeing him like this was just so hard on her. She took his hand as she just sat there with him listening to the heart monitor and seeing him with wires and stuff hooked up to her.

"I swear John I will find who did this to you and make them wish that they were in your place at this moment." She quietly told him. Now that she knew he would live she would haunt down whoever did this to him and there would be no force on heaven or Earth that will stop her. She sat there holding his hand feeling the warmth of it in hers, it was strange how his strong hands were so limp and weak in hers at this moment.

The door opened and she saw J'onn step in, "I heard he was out of surgery."

"Thanks for coming…Do they know when he'll wake up?" She looked back at him.

"They said he received some pretty bad head trauma so until the swelling goes down a bit they won't know. Maybe in two to four days at best." J'onn looked down at his friend and even though on the outside he seemed emotionally detached he wasn't. He was moved by this just as much as anyone else, John and the other core members of the League were his closest of friends for years on Earth they were the only ones he had been with the most and to be honest seeing one of them like this was painful to him. It reminded him too much of the war on his world against the invaders. How many of his friends and comrades did he see like this during that time? Those were horrible times to live in and being the last of a dead race was a large burden and pain to bare.

He looked at Shayera and saw the tired and weariness in her face and in her body, she looked physically tired and he wouldn't be surprised if she was emotionally tired as well. "Shayera why don't you get some sleep."

"I'm not tired."

"I think otherwise," He said placing a hand on her shoulder.

She snapped her head towards him and glared, "I'm not tired and I want to find out what the hell happened here!"

He didn't react to her outburst he knew she was just lashing out, "Batman is already in John's apartment looking things over. And if you want to help you can't do it if you collapse from exhaustion. Get some rest or at least try to, we'll call you when we have any information and then we can go from there."

She wanted to argue with him, to basically to tell him to go to hell but deep down she knew he was right. She did feel drained and when they found something if she was too tired to hold up her mace then what good would she be? Besides with Batman looking things over if anyone could find a clue he could. She slowly sat up feeling the tiredness starting to really seep into her body.

"I'm sorry…Maybe a few hours sleep will do me good…But you better wake me when you go after this guy I want a piece of him." He gave him a look that told her if they left her out of this they would regret it.

He nodded to her, "Understood."

Her face softened and turned back to John, he gave him a slight kiss on the cheek and left for her room on the station. She wasn't sure how much sleep she could get at this moment but even a little might be enough for her. When she was gone he looked at his friend.

They would call her but he wanted her to rest up, so now he would try his own way to find out who did this. He looked at John as his eyes glowed signaling that he was using his telepathy. Green Lantern's mind was slightly mixed up from the trauma to the head but it wasn't too bad it took him a little longer to find the memory. It was of that day, he was in the main room and saw Shayera then…What he saw next shocked him.

He saw the attack and the things that were said. He quickly pulled out of his mind uncertain of what he just saw as he looked towards the door that Shayera just left through. He didn't want to believe it but then again she had strong mental shields, after two years he never once had the notion she had once been a spy for her people. But then again that other personality could be hidden as well and not just from her.

He tapped his communicator, "Batman…We have a problem."

**-West Coast City-**

James Blonc AKA Cyber-Spider was currently ripping the safety deposit boxes out of the walls. There already was a pile of them in the corner and a sack the he was filling with, money, jewels, he found a couple of cases of diamonds, bonds, and anything else that was worth enough to carry. Thanks to the metal arms he could carry a large load but he still have to move quickly.

The guards were unconscious on the floor as the people working there and the patrons were too scared to move as he said he'd tare the legs off of the first person that tried to run off. But still he wanted to hurry up and be gone before the police showed up they would just be a major annoyance to him anyway. The visor in his helmet picked up major movement behind him and he quickly turned around.

He didn't see anything there but he got a feeling something was wrong. You didn't get to be a profession thief for this long unless you learned skills, patience and above all instincts. At the moment they were screaming something was wrong but he didn't see anything. Then it hit him, it had gotten pretty quiet as well, too quiet. Normally there were some spineless people who cried or whimpered or something in jobs like this but all of a sudden those sounds stopped. If they had run off he would have heard it so he used his arms to gather up a couple of bags of loot as well as a few pieces of metal just in case.

He walked out of the ruined vault and looked around the bank with the high class look to it. Marble floors and polished dark wood all over the place. But what he really noticed was that there was no one there. "Oh hell this isn't good."

"Got that right," Came a voice from above as webbing hit him. "It's payback time."

"Didn't I leave you under part of a building?" Cyber-Spider asked as he had fire a laser to cut the webbing off his chest, "Next time I'll have to drop a whole one on you."

"Yeah well this time I brought backup." Spider-Man said as three others came in Flash zoomed in after making sure all the people inside had been taken out of the area. Cyber-Spider knew the odds were not in his favor so he'd just have to make a break for it. He threw the bags he had and metal pieces at the heroes. Vigilante shot the smaller metal pieces out of the way while Black Canary used her sonic cry to stop the rest of it. Flash and Spider-Man were moving on Cyber-Spider at the moment as the villain tried to make a getaway.

Flash got in front of him as he had been trying to get to an exit, "I don't think so my buddy here has a few questions for you." Wally grinned but the metallic armed villain didn't pause he just gripped a table with the limbs and threw it at him. "Whoa!" Flash dived to the side as Spider-Man swung in for a kick but the man grabbed the ankle of his leg and threw him aside.

Cyber-Spider guessed that if he wanted out he'd have to fight his way out. A few shots rang off his arms from Vigilante's guns and he used the limbs to shield himself. "Well an here I thought only armadillos and turtles could do that," The Western hero said trying to hit the thinner weaker areas of the arms but whatever they were made of seemed to be touch stuff.

He kept on using the arms to deflect or just block the shots as the others were used against the other heroes keeping them at bay from him but he had to get rid of that cowboy that was for sure, he didn't know just how much punishment these limbs could take since he never really asked or tested them out for that.

So when the villain had an opening he raised his arms and used the lasers in the gauntlets on the hero cowboy. Vigilante had to quickly duck behind one of the few pillars in the lobby of the large and lavish major bank, "Damn that varmint is packin'. What else can that critter do?" He asked himself as a loud crash was heard when one limb punched through the top of the pillar causing him to cover his head a bit from the debris as the end of it opened up into a three prong 'hand' with a glowing 'eye' in it. It looked down at him seeing him there.

"Well that will show me ta open my big yap like that," He rolled to the side to avoid getting his head crushed.

Peter was busy as he was pinned by two of the arms on a table as he held them each with a hand trying with all his strength from having them impale his body. Flash started a run at Cyber-Spider's front but then the villain used the limb in the pillar to rip it off and throw it at the fastest man alive. Flash just barely dodge it as it rolled and bounced across the floor smashing through the teller stations.

"Damn…I hope this place is insured." Flash muttered to himself.

Vigilante fired a few rounds at the arms giving Spider-Man some trouble making the thief lose just enough mental control for Peter to get out of it. At the moment Dinah was running alone the place trying to stay ahead of the laser shots coming at her. She was also running out of room as a wall was in front of her. She kicked in a little more speed and took a few vertical steps up the wall and pushed off turning in the air and landed in a roll behind a remaining pillar. She took a look and saw that the others were too close for another sonic cry of hers so she guessed the next option was to get right in there.

"Okay I've had just about enough of this guy," Dinah said blowing some of her blond hair out of her face. She raced towards the criminal and when he sent two arms at her she jumped and landed on the thicker part and used that to jump off and kick him in the helmet. He staggered back as she then did a spin kick to his mid section and then dodged to the left in a cartwheel to avoid the metallic arms. Flash came in with a few lighting fast punches and had managed to unclasp the harness of that kept the backpack linked to the suit.

Flash gave Peter the thumbs up as he leaped behind Cyber-Spider onto a wall and fired a web line hitting it and pulled as hard as he could taking it right off of him. James fell onto his back with a grunt and noticed that he was lighter now and that the HUD on his visor screen showed the arms were no longer functioning. He looked up as he saw the heroes standing over him and he knew he was beat now.

He signed a laid back down on the ground and groan in frustration, "I hate superheroes."

Peter took a breath, now that they had him they would send him to the cops for a moment as he went to the mechanical legs. He was going to take this back with him to the Watchtower to take a closer look at it's technology. There were just too many similarities on the surface to something he had seen in his own universe. He had a bad feeling in the pit of his stomach and he got the feeling that something very bad was on the horizon.

**-Watch Tower-**

Shayera was in her room looking up at the ceiling, she had been sleeping on and off but she kept waking up. She kept on having nightmares of John and it was starting to take a toll on her. She wanted to do something, anything at the moment but she couldn't and she just felt so frustrated feeling so helpless and not being able to do anything. She knew they would find out who.

Meanwhile Batman was walking the halls with J'onn as they headed over to Shayera's room. He had still been in the middle of his own investigation. He had been looking for a few things, like forced entry. The door was still intact but he would need to look at the lock more closely to see if it had been picked though. Batman had been looking over the place looking for anything, shoe prints, anything out of place or stolen.

Although he doubted it was a simple robbery, this had to be the work of someone who knew that the place belonged to the Green Lantern, because there was no way anyone could have done that without having an upper hand. But something bothered him about it, from what he saw there was no sign that John fought back which was unusual to him. So either that person had somehow taken him by surprise which ruled out the more, less then subtle villains and narrowed the list of possible suspects. Or he had known his attacker someone that he would have dropped his guard around. That only led to more questions.

He was looking around for a few things and noticed something else was wrong when J'onn had made that call to him. He had told him what he had found in John's mind and even Batman had to give a bit of pause to consider that. Sure he wasn't sure about her, but then he never really fully trusted anyone it kept him from being surprised or disappointed in people that way.

But so far the evidence he had gathered supported that she had been the one to do it. But he didn't like it, why now after all this time would a hidden personality just suddenly show up? And why not kill him? There was just something wrong about the whole thing. He would go back after this to finish what he started but first they had something else to deal with just in case what J'onn saw wasn't a mistake.

"Something about this doesn't seem right," Batman finally voiced his suspicions to the Martian next to him.

"I know it's hard but I know what I saw."

"Doesn't mean that what you saw was what really happened." That got the Martian's attention so Batman decided to tell him exactly what he meant. "You saw what John thought he saw and what you think you see and what actually happens in my opinion can not be the exact same thing."

"You think it might have been a deception?"

"It's too soon to tell, I just like to not jump to conclusions without all the evidence to prove or disprove anything." He told him in his usual cold and neutral tone of voice. The Martian considered his words carefully, it wasn't right to just jump to conclusions but then again the evidence was strong in that she had assaulted him.

"So we just let her go?"

"I didn't say that, until now we only have the mental images of a man with some trauma to his brain but that's still enough for us to at least be cautious."

J'onn nodded his head, "Agreed, just in case he was right."

They got to her door and both men didn't like what they were going to do. J'onn opened her door as she sat up looking at them. "What's going on? Did you find anything?"

J'onn was a bit saddened because he felt that she truly had no idea what was going on and that she had no clue what really happened to John but they needed to be sure. Thankfully the Watchtower had its own brig just in case and they would have to move her there but that still didn't make this sit right with him. In a way she could be both innocent and guilty at the same time, "Shayera…Come with us please."

**-Elsewhere-**

The Justice Lords were gathering up as their Hawkgirl came back to their new resident. They have moved to a place in the city this world's Green Lantern lived in thanks to Doctor Octopus. They were in a loft that had been a bit modified with some equipment.

The elevator opened up as she walked in with plain clothing. "How did it go?" Superman asked her.

She smiled as she took off the wig and ran a hand through her shorter hair, "As good as you'd expect he thought I was her."

Superman nodded his head. That was good, now they had the Justice League starting to waver with this. One core member incapacitated the other would most likely be put in chains for their safety. Hawkgirl had to admit it had been a flawless performance. Thankfully this John looked a bit differently from hers so that tiny pang of guilt she felt at the moment she attacked him went away. She was also glad that she used a fake name she remembered from back home. Shiera Sanders had been a woman she knew and of course it would be impossible to find out if she really existed or not.

She walked up to her John and handed him something, "I got you a present."

He looked down and grinned at the Green Lantern power ring there. He slipped on the ring feeling it was nearly fully charged as well. He figured if he needed to he knew where his counter part would have hide his battery for it. In fact he was certain it would be in the same place as he kept it back before the days they became the Justice Lords.

"You know I love it when you spoil me," He smiled as he captured her lips with his own.

Superman turned from this scene, it always reminded him of what he lost with Lois when he saw them. He didn't love Diana just as she didn't love him what they had was just need it wasn't love like John and Shayera had. He looked at the screen with a female form there changing, "How is it going Diana?"

"I had forgotten how this thing was uncomfortable at times, where did you get this replica anyway?" She asked as she fixed things up.

"You'd have to ask the good Doctor about that," J'onn said impassively.

"I just hope your wig doesn't itch like mine does," Hawkgirl said scratching her hair, "It was a real pain in my ass."

"Well this one isn't so bad," She stepped out looking exactly like her counterpart. "So…How do I look?"

"Perfect," Superman grinned, "Now we only have to replace you with the other one and we can really get things rolling along."

**NEXT UP CHAPTER 34: SECOND STRIKE

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**Remember people the more reviews the more motivated I am to write, unless their just one line of type saying 'good work keep it up' I hate those pointless ones.**


	34. Second Strike

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READ THIS PLEASE: For the LAST time if you don't sign in or leave an e-mail address I CAN'T respond to reviews. How many times must I say this? JUSTICE LEAGUE: THE SPIDER

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**CHAPTER 34: SECOND STRIKE**

**-Justice League Tower-**

Shayera couldn't believe this was happening. She was in a one of the prison cells on the Watchtower, they were heavily reinforced chambers with a cot, a sink built into the wall and a toilet. The door itself could only be opened from the outside. She was just sitting on her cot thinking about it all and she couldn't believe what J'onn had told her. If it was anyone else she would have punched him for making such an accusation towards her. He had explained what he had seen in John's mind and who the attacker was and everything that was said.

She hadn't believed it herself until she saw the image from John's mind. She had seen herself beating the one man she loved into submission. The things she had said like this whole Shiera Sanders thing, Sanders was supposed to be another person that she had known back home. It wasn't some personality hidden in her mind. But the thing was when J'onn tried to look into certain parts of her mind he couldn't get into.

She had strong mental shields it had been part of her training just in case that was why they never knew she had been a spy all those years while on Earth. But she had willingly let them all town as he had probed her mind and yet he had said there was still a mental block on her, a very powerful one hiding part of her mind from him.

It was at those words that made her felt cold inside, she knew who she was but she had never had anything like that done to her. She had never had a part of her mind totally shielded and couldn't explain it. She couldn't have had her memories altered before she left. She remembered Sanders she was sure of it, at least she thought she did.

For the past few hours she spent trying to figure this out. She tried to remember anything from her time back home that was out of order or that could help her. But it had been a long time ago and her memory wasn't perfect. But she still tried to find anything that might prove even to herself that this wasn't really happening.

The problem was if her memory was altered then how could she know? How could she trust her own memories, she wouldn't even try to question her own mind if she hadn't seen the images herself. She was trying to remember her day after she had left. She knew she had left because she had brought back supplies but then how well do you remember events like that? She could only partially remember that day, she had been thinking about other things and so she wasn't sure just how long she had taken.

So she just sat there thinking, trying to figure out if this was all some type of frame up or that she was insane.

Elsewhere in the tower in one of the science labs Peter was looking over the technology he took from Cyber-Spider that was laid out on a work bench. He was taking it apart and looking at it while the actual criminal was sitting in a jail somewhere awaiting trial. Of course they would have to give this to the police later for the tail but at the moment he had it.

It was amazing the kind of pull you had with a Justice League ID card. All he had to say was that he wanted to take a look at the technology and they let him. At the moment he wanted help for his as his new friend Atom was taking a look on the inside. Since this was a machine and not DNA he was a real help here. Plus with his powers he could take an up close look at it without him taking it all apart in certain places.

He was looking over the back pack piece that the legs connected to. So far the entire suit linked up to his nervous system through sophisticated sensor system. The helmet actually managed to do a real time brain scan as well a link to his spinal cord with even more advanced sensors. It was all fascinating to him really. The entire suit worked as one, the visor in the helmet had a HUD on it as well as many options to it. Although at the moment it seemed that to work it you needed the brain scan of the current user.

'Well that's a nice security system," Peter thought to himself as Atom was taking a look at one of the leg parts that was taken off the pack and on a separate table. 'Brain scans are as far as I know are impossible to fake.'

So far the suit was really top of the line and he was trying to find any trace of a serial number on any of the parts but they were all erased. He hoped that Atom could find something that was too small or hard to get to that might have been missed. But so far they had at least identified the more unique and hard to get items and would run a search program to find out if any were stolen or something.

He sighed and leaned back in his chair, it was hard to concentrate with what was going on with Shayera. Personally he didn't want to believe it, she was a good friend of his and seeing her and Lantern together they were a great couple so why in hell would any of this happen? There had to be something else going on and the only reason he wasn't trying to figure it out was that Batman was looking into it. Now sure he and Bruce had butted heads a few times but they did respect one another and he knew if anyone could get to the bottom of it he could.

He had wanted to visit her but J'onn wanted to be sure that she wasn't a danger to either anyone or herself just in case. So he chose to do what he usually did when things got like this, he buried himself in work. He didn't even notice when the door opened, but Atom who was about an inch tall and getting a closer look turned to see Supergirl walk in. He was about to say something when she caught him and winked and made a quite motion.

He grinned and nodded and watched as the young blond snuck up on Peter as he made notes with what he was finding out. Peter was just jutting down a few things when a pair of hands covered his eyes. "Guess who?"

"Donna I told you not here, I don't want Kara to find out about us," He joked.

"WHAT!" His spider sense and speed didn't prevent her from hitting him in the arm…HARD.

"Ow! It was a joke! A joke!" He said grabbing his arm looking at the pissed off blond. He had nearly been thrown off his chair by that punch of hers. Having a girlfriend who could kick your ass without trying had a few down sides. The major one was not getting her pissed at you.

"You better have been," She glared at him crossing her arms. She had only just now fixed her relationship with Donna and it was just getting comfortable with her again and she really didn't need something like this to happen. Atom had to smiled at the two of them and went back to work trying not to laugh. Kara sighed and figured she'd make him pay for that later, "So then…Anything interesting?"

He was glad that she was letting this go and that she pulled that punch a bit although there would be a bruise there later, "Oh yeah whoever built this thing knew what they were doing, all state of the art and all of it really advanced. I mean whoever had this had lots of resources and one major bank roll."

"So I take it this isn't the kind of thing you just walk into an electronics store," She stated looking at some of the exposed systems, "You know I'm no expert but I think some of this looks like the kind of thing Luthor Corp makes. That or Wayne Tech."

"Good guess, there's a bit of both in there we think." He nodded his head over to Atom.

Atom chose to increase his size at that moment and looked over to the two of then, "Hey Spidey check out this leg. The design is pretty amazing as it interacts with neural commands acting just like an arm."

Peter and Kara got up and walked over to an open leg where it was all exposed. "Look at here and here, this is the most interesting parts I believe," He pointed at certain parts and Peter looked closely at the insides.

"Yeah, you know…This kind of…" Peter looked closer and examined it as he took a deeper look. He hadn't been sure but this seemed eerily too familiar. In fact he knew this technology all right, but it was impossible to be what he thought it just couldn't be.

Kara noticed how he just trailed off and she was getting a bit worried, "Hey is everything okay?"

Peter however was just in total shock at what he was seeing. He didn't want to believe this, he had thought that he had left it all behind but he knew this work. He knew it all too well and this was just insane because it shouldn't exist here. Peter suddenly bolted for the door with Kara hot on his heels. "Hey! What's going on? Where are you going?"

Peter looked over his shoulder running for the teleportation room, "To have J'onn teleport me down to where they're holding Cyber-Sider."

"Why?"

"I need to ask him about a Doctor!"

Kara just stopped there not sure if she had heard right before she took off after him again, "What?"

**-New York-**

Diana was busy getting ready, with everything going on with Shayera and all it was just very hard. No one knew what was going on and she was getting ready. She had called off any meeting she had today as she really wanted know what was going on. One member of the original team was in the medical ward still unconscious and the other suspected of being the one to do it.

It was true that she still wasn't sure about Shayera; sure she still had feelings of being betrayed by someone she once considered a sister in arms. Diana had tried to work along side of her but at times it wasn't easy. But she was certain that she couldn't have willingly have done to John what she had heard. John and her had been pretty much inseparable and to be honest she found it just hard she could do something so cold blooded.

J'onn had told them of the possibility of what was going on with her and that was a scary thought in of itself. She walked out of her room as saw Donna in her own red uniform looking like she was getting ready, "Are you off somewhere too?"

"Yeah I'm assigned to go on guard duty for a peace conference with Vixen, Green Arrow and Long Shadow."

"He's going out on missions now?" Diana was a bit surprised but glad for it, he had been itching for something to do and since J'onn had given him a clean bill of medical help then he must have felt that he was deserving to start his duties.

"It's just simple one to get him used to being part of the League, or so I'm told," Donna shrugged. Although it would be nice to have someone she knew on the team. She hadn't really gotten to know the other two at the moment although from what she had heard the other two were pretty easy to get along with.

Diana nodded, she was glad that Long Shadow was finally starting his life again. She had been worried that his condition would have been fatal. She stopped a moment to think about that, if it wasn't for Peter they might not have found a cure for him in time. Then there was his idea to her mother to help and get back into the 'good graces' of her sisters. His relationship with Kara and who knows what else he had done, it was strange he hadn't save the world or done anything that would make him well known over the world and yet his life had a great impact on the League.

It was strange how he seemed like a mundane member at first glance and yet he had been very helpful. She wondered what their life would have been like without them. Donna mean while was ready to contact J'onn for a teleportation when she caught a blue and red blur. She looked over and was surprised to see Superman there. "Sis were you expecting company?"

Diana turned to see Clark there wondering what he was doing here. "No, I wasn't," Wonder Woman was a bit confused and went to the patio outside the sliding doors. "Is something wrong Clark?"

Superman nodded, he looked a bit stressed to Diana, he carried himself a bit more rigid then normal and wondered what was wrong. "There's trouble not to far away, Metallo is loose and I wanted Kara out of the way for this one."

Diana nodded, "Yes I remembered what happened last time." For a minute Clark just nodded his head, "But what about Peter? Shouldn't he be involved? New York is a city under his protection lately."

"He's busy somewhere else at the moment and so I was hoping to catch you." He explained to her. Diana knew just how dangerous Metallo was and she also knew that Superman would need help with this.

Diana looked to Donna, "Looks like I'm heading out."

"Trouble?"

"It's Metallo, you go on with your assignment and I'll handle this if we need backup I'll call J'onn." Donna kind of wanted to go with her big sister, since Metallo from what Kara once told her used Kryptonite and they might use an extra person given how strong his metal body was. But she knew that she had to learn to follow instructions and besides if she left the others for the guard duty she knew J'onn would chew her out for it.

"Okay but take care Big Sister."

Diana smiled warmly at her and nodded, "You too Little Sister." She watched as Donna activated her communicator and J'onn had her teleported away. Then she looked at Superman, "Lead on then, let's hurry up with this because I want to get to the bottom of this Green Lantern and Shayera mess."

"Yeah I feel the same," he told her and flew off. She followed him over Manhattan to the dock area. She didn't see Metallo anywhere and she was starting to wonder why he was here in this area. Sure it was out of the way but from what she knew he liked to hold up in better class of area. He had expensive tastes from back when he was human and even though he couldn't take any of the pleasures that he used to he still liked to surround himself in high class items. Even when hiding out.

"Are you sure he's here?" She called out to him.

"Positive I tracked him to that warehouse," He pointed down to one of them and flew down towards it. She flew with him and landed him outside of the building with him. "He's inside I can see him."

"Alright I'll go in first since I'm not effected by kryptonite," She told him as she made her way to the door.

"I'll be here and will come in when needed."

She nodded to him and tried a side door. I was locked but a simple twist with her strength broke the handle, the door opened easily now. She stepped in looking around the place, there were heavy shadows all over the place and she couldn't see very well. 'I don't like this, this all just seems wrong,' Diana found some equipment and wondered if this was what he used to repair himself but the equipment didn't look advanced enough for robotics.

"What is going on here?" She asked herself wondering where Metallo was. Then suddenly a blast of heat hit her back and she cried out in pain. She fell over a table and turned to see Superman there his eyes glowing red, "Clark?"

She was hit again by the heat vision blast in the chest sending her flying through some of the equipment. Wonder Woman had no idea what was going on but the others had to be warned, she touched her communicator in her ear, "Watchtower come in! Come in!"

"They can't hear you," She looked up to see Superman looking coldly at her, "This place had some shielding in it that prevents commutations."

She stood up and was ready to throw a punch when someone grabbed her arm. She turned and was about to attack when she was surprised by who she saw, it was herself. "Hello again, it's been a long time." Her 'twin' said with a savage grin then hit her in the jaw with a powerful fist.

Diana tried to figure out what was going on when a green beam of energy hit her as she landed on the ground. She looked up to see it was Green Lantern but he looked different he looked like…'The Justice Lords! But how?' Diana thought as it all became clear. They must have been the ones to attack John.

"You…It was you that attacked John wasn't it?" She said trying to get up to get a mace in the face. She looked to see the Justice Lord Hawkgirl with shorter hair standing there with a mace.

She smiled at the slightly battered Wonder Woman there, "You got that right, we're going to make you all suffer just as we have. You all will feel the pain and humiliation that we had to endure!" She went in an overheard strike with her mace but Diana blocked it with one of her bracelets. Then she countered with an uppercut to Hawkgirl's chin.

But then Superman was on her again hitting her in the ribs. She knew that she couldn't stand up to them all and made for a window flying up, but then the Justice Lord J'onn phased through the ceiling and hit her in the face. She tried her best to fight back and she never gave him but there were too many of them and they soon worn her down. Pummeling her into submission, she felt pain all over and she hadn't had a beating this badly since her meeting with Mongul in Superman's Fortress of Solitude on his birthday.

They just kept on beating her, and even though her body healed faster then a human's the injuries were piling up until she no longer had the strength to stand. Her uniform was in tatters, she had blood from her nose and lip as well as cuts. Her body had many bruises on it and some parts of her body felt numb, she knew that wasn't a good sign and that she might have a few internal injuries. But she still remained defiant, she was an Amazon warrior and she would never surrender even in the face of her death. She only wished that she could have warned the others.

Wonder Woman spat out some blood onto the floor, her whole body hurt and she was still trying to figure it all out. How did they return to this world? The other Batman had said he would never use that dimensional technology, but also how did they get their powers back? She heard a pair of footsteps behind her approaching and she looked out through her eye that wasn't swollen shut that all the Justice Lords were still there.

"Well I see I missed out on the fun, pity."

She tried to place the voice but then felt something cold and metallic wrap around her throat and she was face to face with someone else. Her eye widened at who it was, she had seen and even used a few of Peter's training sessions before and the man before her looked exactly like a man that shouldn't have been here. "Y-you?"

Doctor Octopus smiled at her, "Ah so I take it young Mr. Parker has been talking about me? I'm honored that you know of me. Yes it is I, Doctor Otto Octavius or just Doctor Octopus and as I am sure you've already have guessed…Yes, Parker wasn't the only person transported into this reality."

She tried to think but the lack of air with the metallic tentacle around her neck was cutting off her air a bit. She was wondering how all of this fit in together, how he was with the Justice Lords?

"Well I see that brain of yours is working over time, don't worry all will be ready soon but first we need something from you." He gave her a small cold smile that made her wonder just what this mad man was after.

It was then that J'onn stepped forward. When Green Lantern and Shayera had been asleep before their attack, he had tried to slip into their minds. He had already placed that powerful mental block in her mind so that his counter part would think there was a hidden personality. The only way to see otherwise was to break through the mental barrier but that would cause immense pain and he knew his counter part could never do that.

He reached out and gripped Wonder Woman's head with his hands and started to push with his telepathy into he mind. She tried to fight him, he felt her resistance but unlike his counter part here he had no qualms about hurting this woman. He pushed past her mental barrier tarring them down and ripping through her defenses.

Diana screamed in pain, it was like someone was ripping her mind apart, she tried to fight oh how she tried but it was no use. Her mind wasn't strong enough and soon she blacked out from the pain in her mind mixed in with the pain of her body and lack of air. J'onn stayed like that for a few minutes before letting go, "I have what we need."

"Good, then we can proceed to the next phase," as he dropped Wonder Woman's limp form.

"Not just yet," The Justice Lord Diana said stepping up and taking the arm bands from her and placing them on her own arms to replace the replicas. Then she took the communicator from her double's ear and placed it in her own, "There, now I think we may need a boost by now."

Doc Ock nodded it had been long enough and he didn't want them to lose their powers totally again. It was a good thing he had brought the device with him. He would give them each a shot to recharge their powers again, with the exception of Green Lantern who had a fully charged power ring. He decided to take her to the locked up in a special cell they had made for her. Then soon the real fun would begin.

**NEXT UP CHAPTER 35: UNEXPECTED HELP**


	35. Unexpected Help

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 35: UNEXPECTED HELP**

Bruce Wayne was sitting in front of his Batcave alone as he liked it. Only this time he wasn't wearing his Batman suit just plain clothing as he was watching the screen on the computer. He was studying recent events looking for anything that might help him but he knew what it was already. The information he had gathered plus a small investigation himself only proved what he had feared.

He had feared this day for over a year but even this was much worse then he had thought it would be. There were a few unexpected factors that even his mind could never have guessed that would happen, he hated it when unknown factors came into play because you never knew how they would effect the outcome and you had to alter all your plans and that could cost you time, lives or something else.

Bruce always did his best to try and stay ahead of the game, sometimes it was the only reason that he had managed to do so well over the years and how he lasted. How he kept on surviving things that other normal people wouldn't have. He never gave up and pushed himself to his limits and beyond and always tried to keep ahead of the others. He used all his skills and knowledge in his battle against crime and it had been a combination that had proved to have worked out many times.

But now with this unexpected turn of events things were now very troubling.

"I see you've heard," Came a slightly cold feminine voice. He knew who it was, he was a bit surprised that she would show up here. She had made it clear that she didn't like him not one bit but with something like this you couldn't let personal issues get in the way.

"Hello Kara," He said to her not taking his eyes off the screen. He could hear her now stepping out of the shadows and saw her reflection in the screen. She looked a bit harder now then when he had last seen her but then again a few years can change a person. She wore a new uniform now, a blue top with long sleeves, and matching skirt with a yellow belt. A longer red cape that went down to her knees, long red boots and she also wore a red headband over her head to keep her slightly longer hair out of her face.

"Don't call me that, you don't have the right," Supergirl told him coldly. "Not after what you and the others did."

Bruce sighed and knew that she had a point. Deep down he knew that they had gone too far but he hadn't seen any other way out of it. He had placed himself into self exile not helping them but he hadn't stopped them either. He looked to his right as saw there the old Batman suit he had worn when he became a Justice Lord. The black and grey suit hung there once a symbol of The Bat, something to take bride in. Now it was a monument to his eternal shame. He hadn't even been in the Batcave since he put the suit here and the others went to jail.

He looked back at the screen of video footage of when the remaining Justice Lords had escaped with the help of that man with the metallic tentacles. He had never seen him before and after running an exhausting search found nothing on the man. But then he wasn't surprised by that.

Supergirl looked at the screen her arms crossed, she had heard of the escape as it was all over the news with the entire world looking for the most dangerous criminals on the entire planet. But she hadn't seen what actually happened, "One of yours?"

"No, never seen him before but then he's not from our world." She looked shocked at him when he had said that and he brought up certain audio files. "Take a look this is what the prison is keeping quiet, I managed to enhance the audio."

She looked to see the one man with many arms talking to them, _"Oh please if I wanted you all dead you would be dead, no I'm here to offer you a deal."_

"_What kind of deal?"_ Shayera asked him

"_The best kind, you see I'm not from this world," _

Kara stiffened a bit, "Please tell me he's not from that other world, the one that defeated you guys. I had a feeling that people in that would want nothing to do with this one especially the Justice Lords?"

He pulled up another section that he had saved, "Just keep watching."

"_You're from that other world," Superman stated to him it wasn't a question._

"_Yes and no. My name is Doctor Octavius or Dr. Octopus as other like to call me, and I did travel from that world I'm not from it. You see I came from one similar yet very different from that one and this one._

Kara had an idea of what was going on as she watched on as he talked to them and about his plan to use them to deal with the Justice League of that other world. "But how can they be any help? They had their powers stripped?" She asked him but he didn't move or say anything as he just watched. She glared at him and turned back to the screen knowing it was his way of telling her to keep watching.

"_Well that's easy…I managed to remake the device that took your powers and I know how to reverse it."_

At that Bruce turned it off and Kara got a sick feeling in the pit of her stomach. 'Oh god…If he gives them back their powers after they are done with that world they will most likely come back here.' She thought to herself. There were barely any heroes left as many were either killed, stripped of their powers or like her had been imprisoned like she had been. If they came back with all their powers there was nothing to stop them from trying to gain control over this world again.

"So what are we going to do?" She asked him.

"_We_?" Bruce asked her.

She glared at him, "Look I'm not sitting around doing nothing and besides you haven't worn that suit or been out as Batman in over a year. You honestly think you can go up against them and this other guy and not get your ass handed to you?"

He looked at her and he knew that he could use the help. Plus having a friendly face with him might help the others trust him more. He had a pretty good idea that they wouldn't like to see him especially the other him. He looked to where the device was that had led them into the other reality. Bruce still had it set for the other Batcave just in case.

When they had sent the Lords back to this world he had turned it off separating their two worlds. He figured it was best kept here, he should have destroyed it but he just didn't have the heart to do it, just like why he never dismantled the Cave and everything else in here.

Bruce stood up and walked over to the glass case holding the last Batsuit he had made before he retired from it. He didn't feel worthy of it after coming back here and especially with them in jail and him still free. It was only because when they had become the Lords and taken over he went into his cave and pretty much never came out that the world had pretty much forgotten about Batman.

They didn't care about him they only wanted those that had caused the most harm. Now as he looked at the glass seeing his reflection there and wondering what happened to the man that he used to have been? He knew that he had to get them out of there, he knew fist hand just what the people who had once been his friends were capable of. He had to stop them before anymore innocent people were harmed.

"Just give me a few minutes to change and get the machine up and running," he told her as he opened the case for the first time in a year. He heard her leave him for some privacy and he was glad because it wasn't modesty that he was worried about. It was more then something he wanted to bring with him, it was something that he had hoped he would never use but he figured he would need it for this.

And he also knew if she had seen what he had and was bringing then she really wouldn't be happy with him. But unlike her, he could do what she couldn't do if it came right down to it and if he knew Clark, it would come down to a fight to the finish.

**-Interrogation Room-**

Spider-Man was waiting in the police room with Supergirl with him waiting for the cops to bring in James Blonc who was awaiting trial at the moment. He was still amazed what being part of the Justice League could get you and he had a temptation to see just how many thing he could get by just flashing a JL membership card but now was not the time.

"So…how are we going to do this?" Supergirl asked him, "I mean it's not like he'll admit to anything will he?" She had been filled in on the way here about what Peter feared what was going on and she didn't like it at all. "And are you really sure about all of this? I mean maybe it's just a coincidence about the technology being so similar."

Peter had hoped about that but he didn't think so, "Sorry it would just be too big of one, plus we never figured out how I got to this world. And even though the original League have had a couple of experiences with alternate realities they're not experts or have any technology to deal with it."

That was one of the things they first did when he arrived, tried to find out how he got here but nothing they had turned anything up.

Kara had to admit that Peter made a point so she turned to the matter at hand, "So…How do you plan on getting him to talk? I mean with those times Batman was helping you with your combat skills did he give you a few pointers on interrogation?"

In all honestly Peter hadn't thought that far ahead, and no he didn't get any hints or tips he never thought to ask. Of all the people he had the opportunity to ask he had a guy whose name made certain thugs piss themselves and he never thought of asking anything like that. It just suddenly dawned on Peter, "Ah crap," That he really was an idiot at times.

"I'll take that as a no then."

"Well…it never came up really," Peter scratched the back of his head, "I mean I never really had to do the whole interrogation thing in the police room before now. Usually the cops were too busy trying to either shoot me or arrest me…Or both depending on how their day was going..."

Kara sighed wondering what do to, 'I knew I should have listened to Babes stories more closely on the things Batman had done that she said was cool.' She looked to Peter then wondering if he had any idea on what to do, "So…Do you know anything about this cause I've never really gotten the chance to interrogate someone before. Usually the older guys beat me to it."

"Just…What I know from TV and movies," He answered lamely.

A few minutes later James was brought in by two officers and sat him down in a chair in the room behind the table. He looked at the two there and smirked, "So what's up? You wanted to gloat or something?"

Spider-Man leaned forward, now he could try and sound threatening but in all honestly that usually only worked on low level street scum and even then not all the time. So he just decided to play it a bit cool, "Okay look I just want to know where you got that technology for the arm and who built it for you."

He leaned back and crossed his arms, "Got it off of E-Bay."

It was then that Supergirl in a flash of speed had him suddenly up against the wall with one hand, "You know we really don't got the time for this," She said angrily.

Spider-Man was trying to get her to let him go, "Hold it, we need him at the moment."

James was struggling in her grasp, "Get this crazy blond off of me!" The two officers along with Spider-Man tried to pry her off and it took a moment for her for calm down and let him go. James looked to the two cops, "You guys are just going to let them get away with that?"

Kara glared at him, "No offence but how exactly would they stop me?" That pretty much froze everyone in the room and then walked up to James who backed away a bit. "Now you're going to tell us everything because let me tell you something, dropping part of a building on my _boyfriend_ is something that really pisses me off!"

By then everyone was looking at Spider-Man and one of the cops leaned over, "She really your girlfriend?" The man whispered to the costumed man.

"Oh yeah."

"Damn…And I thought my wife was scary when she was mad."

"Oh trust me you should see her in the morning without her coffee," Peter said back to him.

Now James had a choice, he hadn't known about their relationship and so now he was face to face with the Spider's pissed off girlfriend who could snap him like a twig and not to mention if me mentioned Lex Luthor at all he was a dead man. 'Oh yeah…I'm so screwed,' He thought to himself. 'Wait a minute they only want to know about the tech, so if I talk about only that screwy Doc then maybe I can get out of this with my skin intact.'

Spider-Man decided to step in, "Look I already know about Octavius," He smiled under his mask seeing the surprise on the thief's face. "Oh don't look so surprised the Doc and me go way back and I know his handy work. I just want to know why he gave you those things."

"Before I really decided that I can get it out of you faster by sending your head through the wall," Supergirl said crossing her arms.

"Okay, just keep your crazy girlfriend away from me okay!" James composed himself, "All I know is that he wanted someone to steal some stuff and to be sure it couldn't be traced back to him," He told them all he knew the location of where in Metropolis that he had been, a few items that he stole but he kept Lex out of it. In fact he told them quite plainly that it was all Doc Ock and that was it.

He hoped this would keep him safe from Lex and being in jail meant that the Doctor had to go through all of the security to get to him that was if he knew which prison to look so at the moment he was actually kind of safer in prison at the moment. By the end of it Peter felt like he wanted to throw up, mainly because he had the proof that Doc Ock one of his worst enemies was now in this world too. It just didn't seem fair, he had been having such a good life up until now and then fate decided to screw with him again.

As James was led away Peter just signed as he thought about all the implications this made and that Doc Ock also knew who he was. He had been here for sometime and most likely had known that he was in this world too. Peter was also knew it was a sure bet that Doc Ock was planning something nasty for him too.

He felt a gentle touch on his arm, "Hey you okay?"

"I...Don't know, I thought I left all that crap behind me in the other world but now…"

"It's okay you don't have to go through this alone anymore remember?" She offered him and that did brighten Peter up. Normally Peter would be on his own and now there was literally a whole army of superheroes that he could call upon to help him out.

"Thanks…By then way nice 'bad cop' action there," Peter smiled.

She grinned at him, "Thanks, I was afraid I was going over the top but I see that the classics still work."

**-Watchtower-**

Diana had just teleported up to the Watchtower as she took a second to take it in. It was much different then the one she had been on but there were still men and women in uniforms at least, that was still familiar to her. She stepped off the pad and made her way down the main corridor. Her J'onn had ripped out all the information needed like the layout and passcodes and then implanted that in her mind.

So far the others were waiting for the next phase but first she needed to take care of something. She walked down the halls seeing a few faces nod to her and say hello. She didn't know them all in fact most were strangers but she politely nodded back or just said 'hello' in return. It was best not to stand out in this little operation of hers.

First thing was first was a trip to check up on this world's J'onn. He wasn't on duty most likely called away for something and that fit in just perfectly for her. She had taken a few things along with her during the transport and now she just had to find out where he was but she had an idea on how to get him to her easily enough.

She eventually found her way to the prison level and no one even bothered to stop her or look at her twice and why would they? She was Wonder Woman one of the original seven members of the League. Diana had to admit that this was very easy and lucky that no one that really knew her were around. The original League members would most likely be away from the Tower all but J'onn it would seem and the other two, one in the infirmary and the other in her cell.

She found the cell she was looking for easily enough being the only one in use. She opened the door and saw Shayera stand up. "What's going on?" Shayera was a bit confused as to why she was here since they weren't exactly on good terms anymore so her visit was unexpected.

"We have some new information about what happened," Diana told her sounding honest.

"What? Then what is it?" The winged woman demanded to know she hadn't known anything else since she had been put in here and it was driving her nuts.

Diana gently placed a hand on the other woman, "Take it easy, we've found out who was really behind all of this."

"Who? I have to know," Shayera said eager to know what was going on and who was screwing with her life and put John in the infirmary.

Diana smiled at her but it wasn't a gentle one there was a hint of cruelty to it and it made the other woman pause as she got a bit confused over what she saw, "Oh you know her very well…You see in a sense…it really was you."

Before she asked what in the hell she was talking about Diana, who had palmed a small medical injector into her hand that she had carried with her moved quickly. She gripped the arm tightly with her one hand and with the other jabbed the injector into her flesh. Shayera tried to fight it but had been caught completely off guard and even after she had wrenched her arm free it was too late.

The chemicals worked quickly and in a few seconds she fell to the floor out cold. Diana hid the injector again and tapped her new communicator, "J'onn I need you in the prison cell, I was just talking to Shayera and she suddenly went into fits and just collapsed. I think the other personality is surfacing."

It didn't take long for J'onn to show up. He had been wondering what exactly what this other personality would do when trapped. He was worried that something like this might happen, that the other personality that might be inside of her could either be attacking the dominant mind or was trying to kill Shayera in a way so that it wouldn't be caught.

He looked in the cell and saw Diana there leaning over the prone and motionless body of Shayera, "How long has she been like this?" He asked quickly hoping that maybe the mental block was weakened now for him to try and get through it. If her life was in danger he might have no choice then to go through it.

"I think about five minutes, what's happening J'onn?" She asked him trying to sound concerned about all of this.

"I'm not sure I'll have to take a deeper look to see," J'onn leaned down to examine her wondering what could have caused this when he felt the sting in the back of his neck. "Wha-!" He staggered as he tried to stand but the world was swimming and he fell to the cell floor out cold.

Diana grinned as she placed the small injector away, since her J'onn knew all about Martian body chemistry he also knew the most effective chemical that would knock the out but they didn't want them dead. Not yet anyway, the plan was to strip them of everything they had build and let them watch it burn. She slid out of her bracelet another piece of technology that they had made with the help of Doctor Octopus thanks once again to J'onn.

It was a small disk that she placed on his forehead as it was designed to keep him unconscious as well as block his telepathy. She dragged him to a near by empty cell and shut the door, "One more down," She said to herself. Now all she had to do was to get her J'onn up here and take the place of the one in the cell and the Watchtower would be theirs.

**-Later-**

In the Batcave, Batman was overlooking the evidence on his computer looking at all the evidence he had of John Stewart's apartment and a few things didn't add up. There was a small damage to the lock like it was picked. But Shayera didn't need to pick that lock she was already in there and most likely had a key.

There was also no sign of his ring too. Now he had searched her place in her city and on the Tower and he hadn't found his ring, it wasn't on her so if she had taken it then where was it? Also why take it in the first place? There was one more thing, he had found a few strands of reddish hair at first he thought they were Shayera's but it turned out they were synthetic. The odd thing was there were trace amounts of her DNA but not a lot like she had been wearing a wig but that didn't make sense.

In fact a lot didn't add up and he was starting to wonder just what was going on here. There was a major piece of the puzzle missing and he couldn't figure out what it was. He was about to turn it off and go on a patrol since that sometimes helped to clear his mind when a light was suddenly in the cave.

Instinct took over as he readied himself and pulled a batarang as the light source looking like a portal or something then a figure he had hoped to never see again stepped out. It what the Justice Lord version of him and oddly enough what looked like what must have been his version of Supergirl.

"What are you doing here?" He demanded of his doppelganger. The light faded as he came forward and now only the three of them were in the room in the darkened cave. Bruce had taken apart and deleted all information about dimensional travel in the hopes that it they had become like the Justice Lords they wouldn't go to some other reality. Although when Peter came he had slightly regretted that but even if he hadn't they would only have been able to send him to that other reality and not his own.

The Justice Lord Batman knew that his other self wouldn't like to see him but this was more important, "Believe me I wouldn't be here unless it was urgent."

Bruce looked at the other and there was only one thing that made sense to him. And now a few of the pieces started to come together, "The Justice Lords are here aren't they?" I wasn't a question and now he faced a new problem but wanted to hear the whole story he got the feeling that there were a few other pieces of information that he would need to know before he acted.

**NEXT UP CHAPTER 36: WRATH**


	36. Wrath

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 36: WRATH**

**-Watchtower-**

All the crew and heroes that were on duty at the time were just going about their business as usual. Most of the heroes were off duty and just relaxing, talking or something else to pass the time. At least they were until the alarm went off. "All League members report to the launch bays, I repeat all League members report to the launch bays!" J'onn's voice called out through the announcement system.

Immediately all the heroes started to rush off to the bays that were currently on the station. All of the heroes jumped into the massive cavernous launch bay as all the Javelins were being prepped and ready. Each ship was filled with four heroes and then launched. In the control room J'onn was overlooking it from the control room, "Everyone there is a hostile alien force on the way, we need all Javelins up in orbit now and put into standard holding pattern."

He looked over at the rest of the bridge crew, "Start having teams on the surface pulled up immediately. We'll need all members up here for this."

The main chief in charge of the operations this shift nodded, "Yes sir, but sir…Uh…we're not picking up anything on sensors are you sure we're being invaded?"

The green Martian looked at the man and for a moment he felt that the normal passive face held a hint of annoyance that was kind of scary. It was a quick change and for a moment he thought he had just imagined it. "You don't have to worry about that," He told him as his eyes glowed for a moment.

"Yes…I don't have to worry about it," The operator said in a strange voice as he went back to duty. J'onn gave a small smile, it was easy to manipulate the minds of the workers on the station. He was surprised they never had them put mental shields on any of them. So far he had used his influence to start herding groups into more secure areas as Diana then sealed those areas off. They had slowly been taking over the station piece by piece.

First thing they had done was to bring up their Superman in his double's clothing of course as he had taken steps to reroute the other one's communicator. The plan was simple as they slowly started to take over the station while Green Lantern and Hawkgirl stayed guard over the other Wonder Woman, they would stage this phony invasion. The Javelins thanks to the simplicity of the controls up here and telepathically taking control of a few key personnel had reprogrammed them to eventually fly into the sun when he gave the command code.

They would take out all the heroes and then use this canon on the station to bring this world under their control, eventually making an army that they would bring to their own world to take it back. Then they would be in charge of two Earths. Then on the teleportation pad across from him stood one of the last teams. He saw Diana's little sister as he learned through the memories of the one he took and of when his saw the images of her and that boy.

With Wonder Girl were Vixen, Long Shadow and Green Arrow as he stepped forward, "Hey what's going on? All we heard was something about an emergency?"

"Yes we are facing a hostile alien force and need everyone to report to the launch bays." The alien told them all seeing their surprised reactions. As soon as they stepped off the pad another teleport happened and Flash stood there.

"Hey, we being invaded again?" He asked with a smile trying to down play it a bit to help ease his own nervousness and anyone else about this, "Man did someone tell the entire universe to start invading Earth or did the Thanagarians put a giant 'kick me' sigh on our planet that no one told me about?"

For a moment J'onn was taken with the moment of seeing him again, even if not the one they knew. He looked, sounded and acted exactly like the Wally they had lost. It was both delighting and heartbreaking. Looking at him brought back all the good memories of them all together and then the ones of his death at the hands of Luthor. He quickly pulled out of his memories as one more person showed up, and he was a bit more surprised to see Spider-Man there.

He looked around a moment, "Is this a bad time cause I got bad news?"

"Actually can this wait?" J'onn asked him, "we're in the middle of a crisis and where is Supergirl? She's not answering her communicator."

"She turned it off," Peter explained, "But trust me this is important! I found out-" But he never got to

finishing as J'onn looked at him sharply.

"We don't have time for his I need you all to report to the launch bay…Now!" He shouted out and they all were surprised by this.

"Uh…yeah come on guys," Flash said as she lead them away although they all were wondering what was going on. "Geez I think the big guy needs a vacation or something."

"Something is not right he seems strange," Donna told as they walked the corridors she also looked around and felt it was a bit empty around here more then usual.

"You got that right," Green Arrow hadn't like how J'onn acted.

"You guys may be right," Spider-Man told them, "I didn't notice it at first but my spider-sense was going off there and it spiked when he shouted at us."

Donna, Flash and Green Arrow looked surprised at Spider-Man they knew about that power and what set it off. Long Shadow looked confused between them all, "Uh…Excuse me but…Spider-sense?"

"Oh right you're still new," Flash grinned at him, "See Spidey here has this danger sense that goes off when he's in danger and only danger."

Long Shadow then caught on, "So if that went off with J'onn who normally is one of the most calming and peaceful man I've even met…"

"Then something is going on," Green Arrow finished for him thinking about all of this. Something just didn't feel right at all about this. It was nagging him ever since they got up here that something was off and it wasn't leaving him alone.

"It gets worse," Peter said as they walked on, "I found out who made the Cyber-Spider gear…It was Doc Ock." At that both Flash and Donna stopped cold. Donna had used his training programs a few times that had that villain from his home reality in it and Flash had heard a few stories as well.

"But…How?" Flash asked him, the League had never been able to figure out just how Peter ended up in this reality.

"When I find him I'll be sure to ask him," Peter said to them although his voice had a slight edge to it.

Just then through Spider-Man's and Batman's communicator came Batman's voice, _"Flash, Spider-Man we have a problem."_

"Great what's one more?" Peter sighed, "It's going to be one of those days I just know it…Man I should have listened to that voice in my head to just stay in bed."

"Yeah I got that too," Flash nodded even he knew this was going to be one of those days too, "So what's up Bats? Cause at the moment we may or may not be facing an alien invasion, J'onn is acting strange and one of Spidey's enemies from his home universe is here apparently. So unless you got something that can equal that I'd like to see you try," He grinned.

"The Justice Lords are here,"

Peter looked at Flash, "You just had to give him that opening didn't you?" Peter told him.

**-Batcave, a few minutes earlier-**

Bruce had listened to the entire story and he was right, he didn't like this at all. He saw a copy of the prison break footage and he had to admit he never expected this to happen. He had figured Peter had been a fluke at best but now seeing yet another person from that world involved forced him to rethink that. This meant there had to be some way to and from that other world and Doc Ock seemed to have the ability to travel between worlds a very troubling piece of knowledge.

If he could do that then there was no telling who or what else he could take with him from any world.

"I better contact the League about this, they need to be warned," Bruce went to his linkup with the Watchtower but then noticed that an alert went on.

"What's that?" The other Supergirl asked seeing a lot of red flashing images.

Bruce narrowed his eyes, since he had the Watchtower built he had placed in certain secret programs to help him keep tabs on things from the Batcave. He had never thought to tell the others this since this was one of the precautions he took just in case something went wrong. And given his experience things always went wrong at some point.

"The Watchtower is on high alert but I can't find a reason for it," Batman told them as he scanned in the data on the screen.

"It's them, it has to be," The other Batman spoke up. It was too much of a coincidence that this would happen after a few days of the League coming here. Besides from what he had guessed from hearing about what was happening in this world, it was obvious they had already neutralized at least two of the original team.

"Great, so now what?" Supergirl asked them.

"This is strange," Batman said looking at the communications logs, there was an abnormality in there. "Superman's communicator has been blocked by the Tower."

"Can you fix it?" Kara asked him, "Maybe if they turned his off then it's the real one."

"Makes sense," The Justice Lord Batman nodded. They would want to isolate the others and cutting him off from the Tower and the others would be the perfect way to get him alone without any help from the others.

Meanwhile this Batman was rerouting the communications to the Batcomputer and also trying to hide it from the station's log. It wasn't easy but it wasn't difficult either since he didn't want anyone to notice. There was no telling who he could trust of the original members at the moment. Then he finally got Superman's communicator working, "Superman, we got serious trouble."

"_Batman? I've been trying to get in touch with the Tower for the past fifteen minutes, I thought it was broken."_ Came the voice on the computer. For a moment Kara tensed up hearing that voice again. She knew that it wasn't her Clark but that voice still effected her. Kara knew that she would have to face the other versions of the Lords here. Even being with two Batmen was hard enough and she wasn't looking forward to seeing the others.

"We got major problem at the Tower how fast can you make it to The Cave?"

"I can be there in ten mintues."

"Good see you here," Batman then shut off the line as he thought for a moment. He looked through the transportation logs and found that over ninety percent of all heroes were on the station at the moment.

"What are you looking for?" His 'twin' asked him.

"Allies," Batman bluntly said to him, there were only a few people that he felt he could trust at the moment that were on the Tower. By the looks of the internal scanners most of the heroes were already in Javelins and launching. But then he found at least two people he knew he could trust and could use. He activated the communication gear as he patched in a direct line to the two active communicators.

"Flash, Spider-Man we have a problem," He said to them over the line. There was no Justice Lord Flash and Peter he knew was trust worthy.

"_So what's up Bats? Cause at the moment we may or may not be facing an alien invasion, J'onn is acting strange and one of Spidey's enemies from his home universe is here apparently. So unless you got something that can equal that I'd like to see you try,"_ Came Flash's humorous response over the line.

Bruce sighed internally, and wondered why Wally had to make a joke all the time. At least Peter could be serious when the time came for it but both of them he would need for this and anyone they could get as well, "The Justice Lords are here."

"_You just had to give him that opening didn't you?"_ They heard Peter's voice over Flash's communicator.

"Look I can see part of what's going on from here," Batman told them and then brought up a secure part of the Watchtower. "I'm fooling the security system into thinking that the private teleportation room for the core League will be empty I want you all to gather there and wait for us."

Batman was glad he installed that secondary teleporter unit. It was much smaller then the main one and it wasn't on most of the blueprints. It had mainly been used when the League members wanted to transport privately without anyone knowing where like when Clark wanted to visit his parents. The information for that was kept in its own closed off computer system with heavy encryption. It was located near the main chambers that the core members used to plan out meetings and it was the area with it was off limits behind a heavy security system.

He just never hoped that he would use it as an alternate way up to the Tower but given their past it seemed like the right thing to do. He sat back and turned to face the other two, "As soon as Clark gets here we'll go up and explain everything to the others."

"What about the security on the station? I take it you have something planned." It wasn't a question from his double because in his position he would have done exactly the same thing.

This universes Batman nodded his head, "Yes I put in a virus while in the communications system after a certain amount of time all the security features will go offline so at least then they can't track us."

"Well that's good but what's the plan so far?" Kara asked them.

"We'll work that out with the others," Both Batman stated at the same time. Kara just rolled her eyes at that and hoped they didn't keep on doing that. It was a bit annoying and creepy.

**-Peter and Kara's Apartment-**

After talking to Cyber-Spider, Kara and Peter had left. Peter had gone up to the tower to report about this but Kara thought that he could handle it. At the moment she was just worried, Peter was very quiet about all of this. She knew that Doctor Octopus was one of his deadliest of enemies but there was another thing that worried her. If he had come here then maybe there was a way to send him back and if so would Peter go as well?

She knew this wasn't his home, maybe it might never fully be his home. It was true that when he got here he was in so much pain but he was better now. What if he chose to go back? She could end up loosing him forever. It was that thought that made her want to go off on her own to think, she tried calling Barbara in Gotham but all she got was the machine most likely out as Batgirl. So Kara decided that maybe a few hours of crime fighting in New York would help her out at least.

After foiling a few robberies, muggings and some idiot trying to be a human fly and climb up a building and nearly falling to his death. By the time she got back home she didn't feel much better as she walked across her room and sat on her bed grabbing her favorite stuffed animal. It was something she had won on her first fair in her life on Earth. Mainly a stuffed brown bear, as she looked on her dresser. There were a few pictures on there, one of her and the Kents, Lois, Clark, a few old friends from Kansas, Barbara and her, but what she really looked at was one of her and Peter.

It was those pictures you take in a photo booth, they had taken that from one of their first dates. Half was missing as Peter kept the other half. "What am I going to do huh?" She looked at her bear and asked, "I don't want to loose him but if he wanted to go home could I stop him?"

All she got of course was silence and she sighed and placed him gently back on her bed. It wasn't like she could talk to the girls at work about this, Donna might be a possibility. She just stood up and sighed thinking of making a snack or something. Kara didn't bother to sigh as she walked out of her room, she jumped the small railing and floated on down to the lower level and to the kitchen.

As soon as she hit the floor she heard something behind her and spun around. Her eyes widened at what she saw, "Well hello Supergirl or do you prefer Kara Kent?" Doc Ock was right there in their apartment sitting on a chair looking like he made himself at home. Kara wasn't sure what she was more shocked by, the fact that he was here in their home or that he knew who she was."

Doc Ock grinned at her expression, it wasn't hard both that other Superman and the fact that once he found out where Peter lived as soon as she moved in her name was now in the system as well and had been easy enough to gain.

"I was hoping for you or Parker to show up but I was hoping for you first since this would make it much more interesting."

Kara wasted no time and flew towards him gripping his brown coat and slamming him against the wall. Then several of his tentacles came out and wrapped around her arms and legs but she didn't budge, she felt their metallic surfaces trying to move her body but she fought it off, "Looks like I'm stronger then your limbs Doc," She smiled at him but when he only smiled in return that's when she started to look a bit worried, because he didn't look worried at all.

"Only for the moment my dear," he said to her and reached into his coat pocket and pulled out a small metal box as soon as he opened it a familiar green glow appeared and Kara felt like the wind was knocked out of her in the familiar sensation of Kryptonite washed over her body. "Not so strong are you now?"

With that her body was picked up and slammed into the floor harder, normally she wouldn't have felt it but now it started to hurt. The arms let go as she weakly tried to get up, then one of the tentacles grabbed the back of her cape and lifted her up into the air. She tried to struggle but then one of the metal limbs slammed into her gut causing her to cry out in pain. Doc Ock hit her two more times there and Kara shut her eyes as she tried not to cry from the pain, she wouldn't give him the satisfaction. Then she felt the cold stinging blow to the side of her face as she was hit across the face. Her cape ripped from the force and she hit the small table in front of the couch by the TV as laid on its hard wooden surface feeling the draining of the radiation of the green rock and tasted blood in her mouth.

"You know you'd think that this Kryptonite would have been hard to find," Doc Ock smiled down at her gloating. "Imagine my surprise at how easy it was to get, I swear this stuff could be bought on E-Bay." He sat on the couch as one of the arms took the box as he sat bad looking at the weak hero.

One of the arms went to his face as he turned to face it, "No we're not killing her, at least not yet," Then another came on the other side looking like it was asking him a question, "Because she's the bait, now remember my children we use the Justice Lords to keep the League busy. Whether they succeed or not we don't care just as long as the League are too busy to help out. We use the girl to draw Mr. Parker out and use her to let him sacrifice himself for her."

Kara saw all of this and tried to get up no matter how weak and hurting she was, "You…Are a…Sick freak! He'll…Never do what you…Want," She spoke through gritted teeth.

"Perhaps on the first part but do you honestly think he can take losing anther person?" He asked her seriously, "You see I know him, I know how he thinks and he'll never allow another person he cares for to die."

"He'll…Stop you, he always did…" She had nearly gotten up but one of the arms slammed against her face causing her to fall onto her back her vision swimming and felt a ringing in her head from the blow.

"Perhaps, but trust me miss Kent this time I'm certain the outcome will be different," He got up and from the coat he pulled out a small video recorder it was a small one but he just needed it for what was to come as he stood over the blond hero. "Now then let's give Parker a nice little show shall we? I want to leave something behind that he'll enjoy and much more personal then just a simple note."

He took the camera in his human hands as he turned it on and shot her face, "Now then…Smile for the camera my dear it's show time."

**NEXT UP CHAPTER 37: LEAGUE VERSUS LORD**


	37. League Versus Lord

**Author's Note: Please if you're going to review don't just put something really stupid like 'it's good' and that's all you write (literally just that). I just ignore them and then delete them. I work really hard at this so something like that is just insulting.

* * *

JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 37: LEAGUE VERSUS LORD**

As the League members were all launched J'onn went into a corridor and waited. Not long after he got there the Justice Lord versions of Superman and Wonder Woman showed up as they began to talk. "Things are going as planned, all the League members on duty should be finding out they no longer have control of the Javelins."

Superman nodded his head, "Good then how about the station crew?"

"Already taking care of for the most part," Wonder Woman had been systematically disabling doorways and holding most of the crew in certain sections after J'onn tampered with the communications.

"And those that are free I can easily gain control over," J'onn told them. For the past few hours he had been systematically implanting telepathic commands into the minds of the crew. They would now follow his orders to the letter if he chose to command them.

"Good, I think it's time we take this to the next step," Superman stated crossing his arms. "We want to destroy their reputation so I think the best way is to use that laser weapon on the station. The giant laser, we fire it at the planet but we also link it to the main reactor so when it fires the Watchtower erupts in a ball of fire. The remaining League will then have no base, no backup and the world would see them as the villains."

It was poetic irony to him, their world saw them as the villains so maybe it was time to return the favor. The other two had thought about this but this wasn't their world. So what they did here they wouldn't care too much. If there were an infinite numbers of Earths then nothing they did really mattered in the grand picture. Beside they just wanted to get this revenge over with, get their powers back permanently and then go back to their own world.

While this was going on Spider-Man, Green Arrow, Vixen, Long Shadow, Flash and Donna were waiting for the others to sneak onboard. "You know how come you didn't tell us about this little teleporter?" Vixen asked Wally.

"Uh…well Batman said not to," He told the beautiful female hero while scratching the back of his neck. "And when he told me he gave that little look that says 'Tell and it's the last thing you do' type of look."

She nodded her head, "Ah, okay." Everyone else had pretty much heard of his legendary glares and that he when he told you something with it, it was best to do it.

They watched as the first to show up was Superman as he came through the small device, since it was only large to do one at a time. The hidden room wasn't much bigger, more like a walk in closet really with a control panel on the wall. Then came at first what kind of looked like Batman only with a different look. But when someone that looked a lot like Kara with a new look and uniform everyone was surprised. Especially for Peter who just stared at her, "Kara!"

She looked surprised at Spider-Man, "I take it you know me, or the other me, your me…you know what I mean." She shook her head trying not to think about it too much. All this stuff got confusing and gave her a headache.

"Uh…yeah, you could say that," Peter nodded. It was certainly weird that was for sure, she looked so much like his Kara but yet different. He had to admit the new suit was certainly something new.

"I bet Kara, our Kara would wish that she hadn't taken her communicator off for his," Donna smiled knowing that Kara would have loved this.

By now their Batman had just walked through the teleporter. After that they all pretty much filled each other in on what they had found. So far it didn't look good, it was obvious that Doctor Octopus not only was in this world from Peter's but he had freed the Justice Lords. Somehow he had given them back their powers.

Peter didn't like this at all, he knew something was up. Doc Ock wasn't stupid and he bet there was something else here going on. The problem was that he usually only figured it out a little too late to stop it sometimes.

Batman was the first to speak up after they were all up to speed, "Okay first things first we need to figure out how many of the Lords are here."

"That should be simple," The Lord Batman said going for a control panel and started a search, "All the heroes seem to be in the Javelins all except for those here and also Superman, Wonder Woman and J'onn. It's a safe bet whatever they have planned they wouldn't be there."

"We need to get Shayera out of the brig as well, chances are she's still in there and we could use all the help." Superman stated, he hated it when the others told him about that and he personally didn't want to believe it.

"Problem," The other Batman said from the control panel looking at the readouts, "They locked down that whole section, even with the internal security the way it is it looks like an alarm will trip."

"Great so how do we get in?" Flash asked them.

"Well we could try a combination of the ventilation system and those small areas where all the power cables are protected." Peter told them. They all looked surprised at him for a moment, "What? What did you think I was doing when I first got here? I was going all over this place before you guys opened this up and I spent some time crawling around in there."

"How many can get in there?" Superman asked him, since he wasn't too familiar with the inner layouts like Batman would be.

Peter thought about as he looked at the others. "Well…those areas are kind of slim. I don't think the larger guys would even fit into there, plus you'd need some agility to crawl through it."

"Well then I guess that leaves you and me out kid," Green Arrow grinned and elbowed Long Shadow lightly.

"I can go," Vixen said stepping up next to Peter, "I can be pretty limber when I have to be," She grinned at Peter as he desperately tried not to picture just how and in which ways.

"I think we also need to look for J'onn," Wally spoke up, "If that is the Justice Lord version then we need to figure out where he is as well. Not to mention where Diana is, if she's the other one too."

Donna hadn't thought of that and her eyes widened at that thought. The Justice Lord Batman had an idea and looked thought the data of main teleporter. It was a long shot but it also was the only chance. He looked up when Superman last used the main teleporter. They seemed to keep a log entry and he back tracked its location. "Here, the other Superman was taken from a place in New York. Looks like a warehouse district near Manhattan. If there are any clues or if she's anywhere that's that first place to look."

"I'll go then," This world's Batman said moving the other aside as he set the teleporter to those coordinates. The others looked at him and he noticed this, "Look someone has to go down there and I'm the best one to look for clue or to sneak in."

"You do realize that most likely my Green Lantern and Hawkgirl are guarding her right?" His counter part told him. Given that they weren't on the station it was logical to assume they were with their captive Diana.

"Then I'll go with him to help," Donna said, if her sister was in danger then she would go and help her. Besides it would give her the chance to see why her sister was so taken by Batman anyway. She noticed him looking but gave him a fierce Amazon stare. Bruce considered trying to tell her that he was going alone but then she was a LOT like Diana. And she was just as stubborn as her too and would most likely go anyway.

"Fine then, but just stick to my lead," He said to her. Eventually they came up with a plan that while Spider-Man and Vixen would free Shayera, the others would take on the other three members of the Lords before they could react. So everyone split up into three separate teams.

**-New York Area-**

Batman and Donna found themselves looking at a large warehouse as they teleported down. "Well what are we waiting for?" The young Amazon said and started off only to be held back but Batman.

He held her back and looked at her, "Hold on, we shouldn't go barging in. For all we know they're prepared for something like this. We need to get in a side way and make sure not to be seen in case they are there."

She crossed her arms, sneaking around like a thief in the night wasn't very warrior like to her. But he was more experienced with this type of thing, "Okay but hurry up."

Meanwhile Diana was held up against a wall with heavy metal restraints. She had come too a few hours ago, and even though her body had healed up a little but she still felt like hell. She felt the cold metal against her neck and wrists when she woke up and realized she had lost her bracelets. She was furious but kept it in check she looked around and saw she was still in the warehouse.

She had been struggling for over an hour before she got tired, 'Damn it, the only other time I've been in this was back in Kasnian.' That had been a few years back when they met Vandal Savage. So after that first hour she just stood there bored and went to giving everything a close inspection. It was pretty empty really, except for some basic things. Tables, some equipment and nothing else, they even turned the lights off so it was pretty dark.

The only light was from the partially painted over windows or the broken ones. So for the last few minutes she spent her time counting things. Mainly cracks in the floor, or support beams. Anything really just to keep her mind occupied since none of the Justice Lords seemed to be around. But then again she couldn't see all of the place and there were enough hiding spots.

She hung her head trying to get back to thinking of a way out when she heard a sound. There was a dark reddish shape in the shadows and when it came closer she smiled seeing it was Donna, "Hey big sister, see what happens when I'm not around?"

Diana smiled broadly at that, "Yeah I know, can you get me out of this little sister?"

"I may be help with that," A voice from the shadows said silently and her heart warmed a bit seeing Bruce here. She could always count on him to show up when he was needed. But then just when things were looking up a green beam of energy hit Batman in the chest throwing him into the shadows.

Donna turned to area of where it came from only to get an electrified mace in her face. Donna hit a wall hard and looked up with a sneer on her face at the Justice Lord Hawkgirl and Green Lantern there. "You know I just knew that someone was bound to show up here, so we thought to set a little surprise," The Justice Lord GL said to them calmly.

"Yes and although I was bored to death watching the Amazon, killing her little sister and Batman will be well worth it," Hawkgirl grinned from behind her metal face mask.

**-Watchtower-**

Peter pulled open a vent with Vixen right behind him. He was sitting on the wall and handed it down to her. "So just how limber are you anyway? Cause this gets a bit tight."

She smiled at him and touched her amulet, then she jumped onto the wall in a way that mimicked him, "I have the power of any animal and that includes spiders."

"Hey lady don't start stealing my thing, I only heard of one other spider hero and him and me are too different," Peter remembered how Static and Gear told him about that African hero. He couldn't remember the name, something with an A he was sure of that.

"What's a matter, jealous?" She asked him teasingly as she then crawled into the vent.

"I'm just a little protective of my unique nature is all," He joked following her into the vent, it was a good thing he wasn't afraid of small spaces. Although he had to keep his head down, since looking up only gave him a perfect view of her backside. 'Why do these things always seem to happen to me?' He thought trying to focus.

They came out of an elevator shaft. "Okay you see that small tunnel down there to the left?" Peter pointed to a small one down a few levels, "We need to get to there."

"Not a problem," Vixen told him and jumped off the side of the wall. She free fell down the shaft and grabbed the cables. With it she spun around a bit and threw herself into the direction of the small open passage, where cables were running in and out of it. Vixen also put in a flip as she landed onto the wall sticking to it.

Peter saw all this and looked at her, "Okay just to let you know, if you ever put on a spider like costume and call yourself Spider-Woman…I'm suing." He told her as he made his way down there. She had to laugh at that, unlike a few heroes she could name he was pretty fun to be around. He had this sense of humor that seemed to take the edge off of the stress of the moment.

They continued to work their way down several levels, it was slow work since they had to take several different routes but after a bit Peter came to a vent below him. Now even though he didn't know the station like the back of his hand he had a very good idea of where they were. He was sure they were in the right area so he punched the grate and looked down. He looked to the sides and saw the large printing on the wall.

"Yep, Level 12 Detention Center," He said up to Vixen. He dropped down to the floor and waited for her to drop down. She landed with perfect grace and he had to wonder if that was just her own abilities or animal ones? Given that she was a model it was a hard choice, "You know I never got why they call places like this detention centers, sounds like some place you put kids who misbehave in school then a prison."

"I can see you're point, I mean why sugar coat it. So which cell is she in?"

"Oh we have other issues first."

"What? What other issues?"

"You know how they were working on those new security bots? The ones used just in case the Tower needed more internal defenses?" He asked her.

She got a bad feeling where this was going, "The ones there aren't supposed to be put in use for a few more months?"

Peter nodded and pointed behind her, "Looks like the tech boys were a little ahead of schedule." She quickly turned to see several defense drones of various size and shapes. Both got into fighting positions.

"Remind me to lodge a complaint about this later," She said to him.

**-Elsewhere in the Tower-**

The others were making their way to the main control room. Flash decided to scout ahead since he wasn't much for keeping with the others. He zoomed past most of the other crews and stopped just outside of the opening to the control area. He took a quick look and saw J'onn there or at least the one that looked like his J'onn. 'Okay then evil green guy in there so where is evil Supes and Wondy?' He thought to himself.

What he didn't know is that when J'onn was making a final tally he found several heroes hadn't been reported in the launch bay. He had tried to find them with the security but found nothing. He took a closer look at the data and found there was something wrong with the system. He wasn't as familiar with it as his counter part but he knew that someone had hacked the system. _'Superman, Wonder Woman we have a problem,' _he sent telepathically to them.

He filled them in and all of them agreed that something wasn't right here. J'onn raised the security level silently as Superman worked in the reactor room finishing his work. Then he sensed it from one of the crew members. He looked into their mind and saw Flash there making his way towards him. Flash thought he was just looking busy and didn't notice one of them crew looking at him from the corner of her eye.

J'onn was controlling her at the moment looking through her eyes. He watched as Wally left in a blur to report back and J'onn didn't like this at all. _'I think it's time we need to put our backup plan into effect.'_

'_You sure about that?'_ Wonder Woman thought back as she made her way to the central area.

'_Yes, Flash was looking in on me and I know he's not alone. I'll keep them busy while you get the rest of the plan ready Superman.'_ He got a mental nod back from the Man of Steel and he prepared himself for this little backup plan. They had thought that if things went wrong or a complication came then it would be best to have another plan handy. He stood very still as his eyes began to take up that familiar glow of his telepathy only this wasn't a simple use of it. This was something that he had only done a few times before, he reached out with his mind and forced his will onto all the people that he could get. He found the thoughts of the heroes there and he was surprised for a moment.

He felt the others there but he also felt the familiar presence of Batman there and it wasn't this world's it was theirs. They had thought that he might show up, he had the technology to follow them. He also had one of the most difficult minds to enter so he didn't even try. The others were a big too strong, but thankfully the work crews would be better anyway. Nothing worked better then human shields.

He sent this little information to the others, from Wonder Woman he got mixed emotions but from Superman he got nothing but a cold anger and even hate. He had to admit he felt a bit of that himself, since Bruce was the only one that hadn't suffered like they had. So he went back to what he was doing, expanding his mind and influencing all those around him, everyone in the command area just stiffen.

When Flash got back to the others he told them what he saw, "Well I only saw J'onn up there so I think we can jump him."

"You really think he's the evil one?" Long Shadow asked looking at the others. When he joined the League this wasn't what he had thought he would be doing if he was honest with himself. The League were his heroes and going up against them, even the evil versions would be tough.

"Don't worry about it," Green Arrow told him, seeing the young man's apprehension. "We got them outnumbered and outclassed."

"Actually I think we have another problem," Supergirl said and pointed to the hallway. At the end of it many of the stations workers and operators were forming ranks there but with blank expressions on their faces.

"What in the world?" Superman asked seeing this.

Batman narrowed his eyes, "It's J'onn he's controlling them!"

"Great we can't hurt them can we?" Long Shadow asked tensing up looking for the others for what to do.

Green Arrow took out an arrow, "I don't think we have an option son, looks like they aren't giving us a choice in the matter."

"He's right," Batman said grabbing a few batarangs, "We'll have to fight through them and get to J'onn. He can't focus on all of them and defend himself at the same time."

"All right," Superman said readying himself seeing more and more workers there and heard many more coming from not only in front of them but from behind as well. He really didn't like the idea of hurting these people and he would do his best to try and not injure them too badly. "But try not to hurt them too badly."

The others nodded and then pure chaos happened as all the workers suddenly charged forward. Even though the heroes had the power and skill on their side and normally they could have easily taken them down. These people were the innocent puppets and not in control of their actions. So this would be a very tough fight not trying to hurt them while trying to not get hurt themselves. The last thought Superman had before the crowd reached them was that he hoped the others were having an easier time.

**NEXT UP CHAPTER 38: LEAGUE VERSUS LORD PART 2**


	38. League Versus Lord Part 2

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 38: LEAGUE VERSUS LORD PART 2**

**-Watchtower-**

The heroes at the moment were doing their best not to harm the station's crew, but they weren't making it easy for them. Green Arrow launched a net arrow that while in the air the tip blew open and snared a small group of the crew. Then he pulled out an arrow with what looked like a giant novelty boxing glove.

"You're kidding right?" The alternate Supergirl asked seeing him pull that out. At the moment she was just throwing crew aside like rag dolls but made sure not to hurt then too much.

Green Arrow just flashed that usual grin that he gave the ladies, "Trust me I know how it looks but it works." He took aim and then fired the boxing glove arrow, it sailed through the air and landed with into the face of one of the zombie crew members knocking them out.

"See what I mean?" He grinned at her and she did blush a bit but kept it hidden. But when he had his eye on the alternate Kara one of the crew with a large wrench came at him. He quickly brought his bow over his head to block the blow. "Sorry about this but you leave me with no choice," He told them as he pushed with his bow then sent it into the gut of that man, with a quick reversal arc he hooked the curve of the bow around the back knee and pulled. The man went down to the ground quickly from that.

Long Shadow had grown to twenty feet tall and was using his size to try and hold them like living dolls. "Hey what can I do with these people? Some of them are starting to get free." He asked the others.

"Hold on," Flash said and was gone in a crimson streak of color and was back again with what looked like some extra cables, "I found these in a storage room for parts I think we can just tie them up and leave them until we fix this."

Superman like the Kara from another reality, was doing his best not to harm the human workers. He used his ice breath to chill a few of them into submission and thankfully he didn't feel the blows they used. The bad part was that they did, but they kept on attacking, he was sure they would keep hitting him until their fists were bloody and broken so he had to do his best to keep them from hitting him as well.

The Justice Lord Batman however took a more direct approach, using batarangs and his martial arts moves to take them down quickly. He was used to this type of fighting and his main concern was just stopping his former friends. He ducked under the right hook of a male worker and gave an uppercut counter knocking the man onto his back. He quickly spun around for a side kick to a female technician's stomach.

He saw a group of them a safe distance from them and tossed several small metallic balls. They landed and rolled within the group, suddenly they spewed out gas among them. The knockout gas took quick effect taking out a nice group of them.

Flash also used his speed to trip, tie up, and in a few cases pulled the back of the shirts over the heads of a few of them and tied them up to the belt buckle. So that the civilian workers couldn't see and their arms were stuck in a bizarre upright angles. He looked over his work with a smile, "Man who knew that move I saw in hockey would actually pay off one day."

By then the crew members were all pretty much incapacitated in some form or another, "You know when they wake up we better give them a raise this is over, I just know they'll have a union thing about this." Green Arrow said to himself.

"We can talk about that later now we got bigger issues," The Justice Lord Batman said to them as he rushed forward. They had lost time and they need to hurry now. The rest of the heroes took off after him and it didn't take that long for them to reach the control room and saw what looked like Wonder Woman and J'onn there.

However the Lord Batman knew it they were his old team members. They both looked down coldly at him, "Well I see that you decided to wear that suit one more time then." The alternate Diana said looking at him. She couldn't believe he had the audacity to put that on after he betrayed them. Yet here he was about to do the same thing all over again.

"I can't let you do this," He said to them, "Whatever you're planning I can't let it happen, you know that."

The Justice Lord J'onn nodded, "Indeed, but you are too late," He keyed in a few commands at that moment, "I locked out the computer, you will never stop it since by now you have only ten minutes before all the Javelins are sent into the sun."

"What?" Long Shadow said in horror at that. He couldn't believe they would do something so horrible, "Why? There's no reason for this."

"Revenge child," the evil J'onn said to him, "We suffered for trying to bring order to this world and lost everything. That is the second time that has happened to me, we were stripped of everything that we had and treated as villains."

"So we're going to return the favor," The other Diana said crossing her arms, "First we take everything, your station, your friends and colleagues, you're reputations, and then we finish you all off. At this moment our Superman is patching in the super laser to the reactor, the debris from the station will fall to the Earth, and the damage done to by the laser will cause everyone to mistrust you all."

"But then again none of you will be leaving this station," J'onn said and then he transformed into a multi-headed hydra like green monster as he attacked them. The Justice Lord Wonder Woman flew into the fight as well.

Supergirl went after Wonder Woman as Long Shadow turned giant sized to deal with the alien shape shifter. Superman and Flash were about to deal with them when Batman stopped them both, "No we need to shut down the computer, they can keep them busy for now."

Superman looked at them and he had to nod, they had to save the other heroes as well as the station. The three of them quickly went to the control room as the others kept them busy. They got to the controls and tried to override the command. "He put on a six digit code," Superman said looking at the display.

"We'll have to stop the other Superman at the core," Justice Lord Batman said to them and then looked at Flash, "I need you to start putting in ever number that you can and try to get lucky with that."

Wally's eyes widened, "What? Are you kidding you know how many numbers that can be?"

"Yes, but you're the only one fast enough to maybe get them all in there and within the time limit." He told the speeder.

Supergirl was thrown into a wall near then and she pulled herself out of it, "Whatever you three do hurry it up! I don't know how long we can hold them off!" She said before flying back to grapple with Justice Lord Wonder Woman. Both women were strong but the evil Diana was stronger then the younger alien woman.

Long Shadow was holding two of the heads of the J'onn Monster at bay while the long snake like body was wrapped around him. The third head was snapping at Green Arrow who was doing his best to avoid the large and surprisingly quick head, while trying to find an arrow that would help out.

"Come on we have to hurry," Justice Lord Batman said while going to the main elevator shaft that he saw in the blueprints. He made sure to get at least a partial look at them before leaving for this mission. Superman didn't like to leave the others but Flash was busy trying to type in as many codes as the computer could keep up, and the others struggling.

He didn't want to leave them but if no one could stop his evil counter part then they all might end up dead anyway. He silently wished them luck as he caught up with the other Batman to hurry and make it to the core.

At that moment Peter was fighting alongside the superhero supermodel Vixen. "You know whoever thought up defense bots remind me to have a few strong works with the guy in research and development," He said jumping off a wall and firing a web at one of the drones.

"You an me both," She said using the power of a rhino to charge through a small group of them, shattering the machines.

So far for the past few minutes they had been fighting off wave after wave of drones, "Okay just how many could they have possibly have finished?" He asked kicking one into a wall before ducking a laser shot by another.

Vixen was using all the agility of several animals at different times to stay ahead herself, changing the power to a larger animal for her strikes, "I have no idea but the lab boys need to get a life!"

Peter really hoped the others were doing much better then they were. It took them just five more minutes to finally get through all the combat drones. After a minute to catch their breaths they made a break for the cells, given that if they had this security area on high alert the others would also having trouble of their own as well.

They finally reached her cell door and opened it up. Shayera leaped out of it so fast Peter barely reacted fast enough to dodge out of the way as she came charging out of the cell. "Whoa! It's me! I'm here to bust you out!" Peter shouted out.

Shayera looked around and took in the mess of the place. She took a more relaxed stance seeing that, "Sorry it's just that my last guest decided to drug me," She told him through gritted teeth. Peter then gave her the short version of what was going on.

"Of course!" She yelled out punching the wall, "Damn them, I thought we saw the last of the Justice Lords."

"Apparently not," Spider-Man told her, "Well we better met up with the others."

"Hey guys…I think this cell is also in use," Vixen had noticed how another cell was locked up unlike the others. She looked at the key pad and then punched in the release lock. The door slid open and her eyes widened. On the floor was J'onn only with a device on his head.

She rushed in with the other not far behind her. Vixen looked at the device, it didn't seemed to be attached to anything so it should be okay to pull it off. Well she hoped at least, she very gently pulled the device off of his head.

Shayera looked over her shoulder at him, "Is he okay do you think?"

There as a small moan from the Martian man as his eyes started to open up. He looked up to see the ceiling of a cell and then turned his head towards the others, "I take it there have been some…developments since I've been out?"

Peter smiled under his mask as they helped him up onto his feet, "Oh you don't know the half of it buddy, come on we can fill you in on the way to the command center."

**-New York-**

Donna was currently trying to avoid the mace of the Justice Lord Hawkgirl. She had some experience with this world's Shayera with a few sparing this was totally different. This version was more brutal and merciless then the one she was used to. This was a fight to the bitter end as well, not a simple sparing match. But then Donna was an Amazon warrior, daughter to the Queen and she had centuries of combat training under her fellow sisters.

She wouldn't go down easy she would make sure of that. So far her silver bracelets could help her block the blows of the mace but she still felt the sting of the electrical current through them. But she just gritted her teeth and fought on.

The Justice Lord Green Lantern was using his stolen ring to look for Batman. He knew that single attack wouldn't be enough to finish the job, "You better come out, I know you Bruce. I know how you think, and how you fight that's how we were able to take you by surprise. I know what you look for."

Bruce was in the shadows behind a few crates keeping silent. He had to admit that he knew this wouldn't be easy, they knew his counter part and so they knew him. 'Looks like a change in tactics is in order then,' He thought as he started to plan a few things out.

Meanwhile the evil John was taking away any and all shadows in the area, he knew they were one of Batman's greatest assets in a battle. His green light illuminated the area taking away these shadows while looking around. He knew that without shadows he would try another route, he never attacked head on unless he had to, using his wits in a battle. That meant that he would try a tactic like distraction while his real attack came from somewhere else.

He couldn't really hear with his love fighting that brat, but he intensified the glow around his body making it thicker and harder into a personal shield. 'Enough of this,' He thought and fired his ring, making a huge curved blade making it arc through the objects in the warehouse and slicing easily through them.

He looked around as he kept on slicing away taking more and more places to hide. Then Batman leaped out of his hiding spot jumping over the energy blade while throwing two batarangs. They just passed his head missing him. John grinned as he reformed the blade into a giant hand swatting him like an insect. He heard the Dark Knight grunt with being slammed into the ground.

John walked over as his hand kept him pinned down, "You're sloppy, our Batman would never had missed me like that."

"That's because he didn't miss," Came Diana's voice and he turned around just in time for his face to be met by her fist. He landed on his back and looked up shocked to see their prisoner freed. He looked past her as he got up to see the two batarangs there imbedded into the manacles. His eyes widened as he realized that he had thrown them at the locks breaking them open and not at him.

He suddenly was kicked in the lower back as hands grabbed his arm and threw him shoulder first into a support beam. He grunted with the pain seeing now both Batman and Diana standing together against him. "Well…this just got more interesting," He said and rushed at them, forming a large shield around him.

Donna was getting fed up with this sorry excuse for a 'hero' she was fighting. "What's a matter little girl? Can't handle being in the big leagues? Guess you're not up to par with your big sister then," The evil Hawkgirl smiled as she went to work on Donna.

That moment Donna had had enough of this, she blocked one blow with her left and then used her right elbow in an uppercut strike to Shayera's chin. This mad the villain fly back as she tried to keep herself upright, but unlike her Donna didn't need wings to fly. She kept up the pressure and was going to show this woman the might of the Amazons.

With a right hook she tapped the woman's head forcing her opponent to the cold ground. She landed over top to continue her assault but got a mace strike to her left ribs. She gave a small cry of pain as she shifted to the right. Shayera struck out with her legs tripping the young Amazon as she then leaped back onto her feet. "Well looks like Wonder Woman light has some moves after all."

Wonder Girl got to her feet and into a combat stance, "Just bring it chicken lady." She smiled seeing the reaction that got out of her. There was a moment of self satisfaction seeing that smug look fall from her face. She guessed hanging around Peter so much was rubbing off on her.

Batman and Wonder Woman had their hands full with the Justice Lord John. Without her silver bracelets she couldn't deflect any of this energy shots at them and had to dodge them as well. Also she didn't know how much power the ring had in it and it was more likely that they would get tired out before the ring did. Diana saw Bruce threw a few of those small explosives he carried with him at John to hopefully weaken his shield.

For a minute there it looked like he was straining to keep it up, so she decided to increase the pressure. Wonder Woman took on of the large metal support beams and with all her strength ripped it out of the floor and part of the top. She not had a giant club weapon to attack with, she knew that her John could only keep up a shield with more power and with concentration. Looking at Batman he nodded as if reading her mind. That made her smile a bit since he always seemed to know what to do without being told.

She gave a war cry as she started to thrash the large metal makeshift weapon at him forcing him to increase the strength of his shield. Batman came at him at another angle throwing whatever he could to destabilize it. He used exploding and electrified Batarangs and John was starting to have trouble.

Then Bruce pulled out a small device and threw it near John's feet. Suddenly a high pitch wail came out of it. The evil Green Lantern felt the pain in his ears and went to cover them in a vain attempt to stop it. It was enough that his concentration broke and the next strike from Wonder Woman broke through it hitting the man dead center with the mass of metal.

Being hit with such a large piece of metal and then having the speed of it hit not only was powerful enough to cause him great injury but being slammed into the far wall was what did him in. John's body hit the wall and fell down unmoving. The device turned off thankfully as it wasn't set to go on for long.

Diana felt her ears ringing from the sonic assault and looked at Bruce dropping the mass of metal. She could barely hear it hit the ground. "Did you have to use that thing?" She shouted out not knowing it.

"You don't have to raise your voice," He said to her, his cowl was designed with a filter for that and any other sonic attacks.

Diana tried to read his lips but didn't get it all so she resorted to the basics, "WHAT?"

Bruce was about to answer when Donna was dragged back an unconscious Hawkgirl, when the sonic device went off Donna got an opening. Pushing through the pain she gripped the mace, then did an elbow strike to the solar plexus. Hawkgirl had lost her grip on her weapon so Donna used it to strike her opponent in the head for a knockout shot.

Bruce raised an eyebrow under his cowl from the fact she beat her, "You seemed to have done well."

Wonder Girl blinked a few times at him, "WHAT?" She yelled out not being able to hear.

**-Watchtower-**

Superman had to punch his way through deck after deck to get to the core fast enough to the core as the other Batman followed him. When they reached the core room and he opened the door he say the other version of him standing there by the controls in a reproduction of his uniform.

Justice Lord Superman stopped his work, "Well I see we have a little reunion here. I had hoped to keep you on the surface as everything you built came crashing down but I guess this will have to do." Kal-El said looking at his counter part, then to the man that had once been his friend, "I see you decided to put that on again, and once again you're trying to betray us."

"This has gone on far enough Clark," Lord Batman said stepping forward.

"I don't answer by 'Clark' anymore Bruce, it's Kal-El," The Kryptonian criminal said coldly to him. "Clark Kent died a long time ago when the world turned its back to him."

Bruce looked at the man and nodded, he knew that he was too far gone to see reason but he still had to try, "You can't stop the both of us."

Kal-El looked at him as his eyes started to glow, "We shall see about that."

The evil Superman fired his heat beams at Bruce but he was already dodging him, the good Superman immediately flew at him with super speed hitting his evil counter part with enough force to send him sailing into the air. Kal-El stopped himself and looked on as Clark came at him with a fist drawn.

Kal-El dodged it and sent a fist of his own to his 'twin' and followed with a left to the stomach. He raised both hands up over his head to bash both fists into the beck of his opponents head. Clark recovered just in time to grab both of them and then fired his own heat vision beams at Kal-El's chest. He flew back a few feet feeling the searing pain and looked to see the S shield now burnt.

Then both opponents fired their heat vision at the two struggled ass both beams hit. At the two titans fought on Justice Lord Batman went to the control area. He knew that his Clark…no…Kal-El he reminded himself, was smart but he was better with computers then he was. He knew how to get around them, and it didn't take long to see how he had overrode the safety protocols.

The two aliens were still going at it, although both had to control themselves seeing as if they did too much they could breach the reactor killing them all. Although that still didn't stop them from trying to harm the other as much as possible. For Clark this was more about then just fighting for his friends and for the safety of others, this held a bit of a personal touch for him. This was fighting against everything he feared he would become.

Ever since he had been brainwashed years ago by Darkseid, he was deeply afraid that he would turn again. This was just another way how he could fall from grace, his own powers and sensibilities being his undoing. But he kept on telling himself that this was not him, not the real him. He would not become this kind of person.

For Kal-El it was for revenge. This version of him had it all and yet he was weak, he couldn't make the hard decisions like he had to. He only ever tried to make both worlds a better place, paradise where you couldn't walk in fear of being murdered, robbed or any other crime. They world was a child and they had been the parents. So what did the 'child' do to the parents? Show them gratitude? No they locked them up and threw away the key, he lost everything because this man actually _joined_ Luthor. So who was the real 'villain' here? He never would have done that, he took care of criminals and put them away from harming anyone.

Yet this version of him joined one of the most evil men alive, got him free, and they still call him a hero. It was insane and yet another proof just how warped and twisted this world had become. During the fight both of them had gained numerous injuries. Both had their costumed damaged and yet both never gave an inch.

"Clark!" Batman yelled up to him, "I can't stop it from here I need you to go to the fire control room for the laser and stop it there!"

"I can't leave you here!"

"Yes you can! If that thing fires we're all dead and it's pointed at Metropolis!" Clark froze there as images of everyone he knew there dead. Especially Lois, he couldn't bare to lose her. He looked down at him, "Don't worry about me…I got an edge."

Very reluctantly Clark nodded and flew off as fast as he could out the room and into the halls. Kal-El looked confused at Batman there wondering what was going on, "I never set it to Metropolis and the weapon isn't set to fire yet."

"I know, but he's a boy scout and I needed him out of here," Batman had already finished putting everything right, the laser had no power and the reactor wasn't set to overload. He looked up at the alien that was once his friend, "I think we have unfinished business between us."

With that he hit a key and the reactor room locked down. "Yes…We do," Kal-El stated before with blinding speed he was right there in front of Batman gripping his throat tightly, "That was a mistake sending him away."

Batman was lifted off his feet choking, "Not…Really…I…said…I have…An edge," With that he reached into his belt for something he had taken before leaving. Soon Kal-El felt the familiar pain as the green glow of kryptonite came out of a small lead lined container on Batman's belt.

"Urgh!" The evil Superman dropped his world's Batman feeling the weakness that the rock gave. "I…Should have…Known…"

"True, but I guess you were too busy plotting," Batman said a bit hoarsely his throat hurting from this. "I knew one day I would have to be the one to stop you…I never wanted this to happen. They aren't willing to do what is necessary to end this, they never were."

Kal-El did not want to be denied his revenge, he wouldn't let it end like this and he wouldn't let himself be beaten by Bruce either. He glared at the man angrily from his kneeling position and focused all his anger, his rage and power into one last move. At such close rage Batman couldn't dodge what was coming. With his last resolve the evil Superman fired one last heat beam right at Batman's stomach.

The man cried out in pain as the heat rays entered his body and he fell to the ground in pain. His grip on the green rock slipped and it fell across the floor. He tried to move but to his horror Bruce couldn't feel his legs, he fought the fear and panic that was rising in him like he always did. He guessed that shot hit his spinal cord at least. He looked down and saw that the wound was cauterized but he was worried about internal injuries.

"Nice try Bruce…But not good enough," Kal-El stated as he started to crawl to the kryptonite, trying to reach it. As soon he could reach it he would throw it across the room or somewhere safe, the entire room was lead lined so it wouldn't be easy.

Batman saw what he was doing and there was only one option left, "You know…There is one thing you lost…years ago that you should have kept…"

"What's what?" He grunted out feeling the burning sensation of the rock as he got closer.

"Self sacrifice, you never once thought of scarifying yourself for the greater good anymore," As Kal-El wondered what he was getting at he saw Bruce reach for a Batarang and puzzled it. He wasn't weak enough for that to kill him, not yet. Then Batman threw it, right at a weak glass area of the reactor.

"No!" The evil Superman said seeing that he had breached the core. Warning lights went off as the room was being flooded with radiation, "You fool you're going to kill us both!"

"I know Clark…I know…Maybe it's for the best…People like us…have abused what we've been given…They say power corrupts and for us it did…I just hope they…Learned from our mistakes." He said to him.

Batman just rested there, letting death finally come for him. He had a lot of regrets in his life, and he had made some bad choices. He just wondered if this deed would help make up for it? He didn't know but he was just so very tired, he just wanted to rest. He last sounds were of Kal-El coughing and the sounds of the alarms. Then as the lights faded there was nothing but darkness and quiet. And for the first time in his lifetime, Bruce Wayne the Batman, felt at peace.

**-Control Room-**

Flash was doing his best to input the codes as fast as he could, but the computer could only take in so many, "Come on you stupid piece of junk! Hurry it up, man you'd think a multimillion dollar computer system would be faster then this!" He found that he could only input a few dozen hundred numbers at a time before the system nearly crashed from the overload. He thought about just crashing the computer but he wasn't sure if that would release the lock on the Javelins guidance computers or keep them frozen like that.

The other Supergirl was struggling with her world's Diana at the moment, both women were going at it in the air. Supergirl was knocked back her head snapping back from a powerful left hook. Before the evil Diana could capitalize on it Shayera flew in out of nowhere with the others not far behind.

"That's for drugging me!" She shouted hitting the evil Wonder Woman with her fist. She looked over to see the other Supergirl in the blue and red costume with the red headband. "You know that look works for you."

"Uh…thanks," She said still a bit odd seeing this version of her but she did dress differently then her counter part at least.

Spider-Man and their J'onn that they freed were trying to subdue the evil on. "Man, remind me to stay on your good side buddy," Peter said to his Martian friend as he webbed up one of the mouths of the evil hydra like monster. Their J'onn turned into a dragon to fight the other Martian, Long Shadow was able to grip on of the heads and with a giant fist punched it almost hard enough to knock it off the body. As the two monsters rolled onto the floor they shifted into several different forms.

"Uh oh…I think I lost whish one was which," Green Arrow said with an arrow ready in his bow trying to figure out which shape shifter was theirs. Long Shadow tried to follow it as well but he too lost track as the two kept on shifting form and fighting it out. Then they both turned into identical copies of the other.

"Which one is ours?" Long Shadow asked seeing the two circle each other.

Peter looked closely and took a few steps forward, "Guys the left one is the fake!" The Justice Lord Martian glared angrily at the red and blue costumed hero, as the other started to gang up on him.

With the women, both Shayera and Supergirl were doing well together fighting the evil Amazon. During the fight her wig had come off and now Diana's shorter hair cut was plane to see. Vixen unfortunately had been stuck on the ground as she saw Flash too busy to help. She looked around trying to find an opening since she couldn't fly.

Then she got hit with inspiration, she used the cheetah powers and ran quickly backing up. She waited for the right moment and when Diana's back was to her she ran full out. She jumped off the console and through the air. Just when she was about to land onto the Amazon's back she changed her animal powers to that of a blue whale. She figured the extra mass would be one hell of a surprise to her, and she was right.

The Justice Lord Diana felt like a ship had just landed onto her back and both fell straight to the ground with such force Diana saw spots in her eyes. She was groggy from the attack and looked up to see her J'onn falling in front of her beaten. She looked up to see the other heroes around her and she gritted her teeth. She was beaten and she knew it.

Over with Flash he was sweating bullets, "Come on, come on, why won't this thing-" He was cut off as the panel light green and he gained access. "Yes!"

He quickly shut down all the remote controls of the Javelins and sighed as they started back towards the station. He slumped back into his chair feeling like his heart rate was like a hummingbird having a panic attack. "I never want to have that much pressure again…that was just WAY too close." He looked down to see the other villains beaten. "Aw man did I miss the fun part?"

Just then the lights dimmed all around them. "Hey what's up?" Peter asked looking around then the emergency lighting kicked in. Their J'onn went over to the controls and looked it up.

"We lost main power the rector is leaking and it went into emergency shut down." He told them looking at the readings he was getting.

"Was anyone in there?" Vixen asked him from the floor.

J'onn looked at the readings it was hard with all the radiation and he had to vent it all until the room wasn't so contaminated. He looked up at them, "I don't know but I'm not detecting any life signs."

"Hey guys?" Superman's voice was heard over the communicator in their ears, "I'm in the firing control but everything just went dead…what's going on?"

"Uh…what's he doing there?" Green Arrow asked everyone since no one could remember that being part of the plan.

**NEXT UP CHATPER 39: IT'S NOT OVER UNTIL THE OCTOPUS SCHEMES**


	39. Its Not Over Till the Octopus Schemes

**JUSTICE LEAGUE: THE SPIDER**

**CHATPER 39: IT'S NOT OVER UNTIL THE OCTOPUS SCHEMES**

It had taken over two hours to get the Watchtower back in shape, there was still a lot of clean up to do but main power had been restored. After the other heroes had come back and quite a bit of them hadn't liked the idea of being tricked and nearly fed to a sun. Justice Lord Wonder Woman, J'onn, Hawkgirl and Green Lantern were all locked up in the cells under tight guard with several heroes.

But the fight seemed to be out of them for the moment. It took Captain Atom half an hour to clean up all the radiation the work crews were still cleaning up any that was left over in there. They also had to remove the two bodies in there for decontamination. Peter had noticed how that other world's Supergirl seemed to be kind of out of it when they learned about them.

Everyone gave her some space, sure she didn't like either men but one of them had once been her cousin at one time. Plus the other had sacrificed his life to save them all. She helped out to clean up but she didn't really talk. She was only sticking around long enough to make sure what happened to the other Justice Lords. After that she would use the device in the Batcave her Batman had left behind to go home.

The other Justice Lords on learning of the deaths of the others were pretty quiet after that. They had already lost their Flash, then Bruce betrayed them and now he and Superman were dead. They were only the four of them left and each and every one of them seemed distant now. They wouldn't really talk when questioned and so they just left them to themselves in their cells.

Peter was helping with the computers to make sure there weren't anything else going on with J'onn and Bruce. So far the system had lost some data from the unexpected shut down but otherwise it looked fine. Peter stiffened a yawn and looked at the time, "Oh man…The sun should be up soon in New York about now."

Batman hadn't noticed the time, he had spent so many days without sleep that he was used to working thirty five hour or more days to notice. J'onn needed a lot less sleep then a human so he did notice the fatigue that Peter had to be in. Yet he was still working despite a few injuries he got from the fight. But since they weren't too bad Peter had continued on working to help out anyway.

"You should get some rest, we can handle things here," Batman said not bothering to look at him. He had a lot of work he could do plus it kept his mind off the fact there was 'his' body in the morgue. It was really difficult seeing a dead body that had his face on it.

Peter was feeling tired, his had a few aches from the drones and fighting that other J'onn too. Plus he was worried about his Kara, they still haven't had any contact with her. But then again she could have just put away her communicator and turned it off to save the battery. That's what most League members did when they were 'off duty', like at work or sleeping.

"Yeah I guess I better go and wake Kara up, she'll be pissed she missed out on all of this," Peter got up and fought the urge to stretch. Doing so he was sure that he'd just pull one of the few aching muscles and he really didn't want to do that. "Hey her, uh…'twin' is using her room up here right?"

J'onn nodded her head, "Yes I believe so, I thought it would be more comfortable for her while she rests up."

In fact at that moment the Kara from the Justice Lord universe was now in her counter part's room. It was strange, it was all in the same style of taste as herself but that shouldn't have been a surprised she guessed. She looked at the posters and a few stuffed animals on the bed. There was a Hello Kitty doll dressed up in her old uniform. She had to smile at that, and sat down on the bed.

She looked around and saw a few photos and walked over to a shelf and looked at a few framed ones. One of Barbara and her from a few years ago, in fact she had the same one. It was taken before the League in her world became the Lords.

Then she noticed a few others, one was of her counter part, that Donna woman and Spider-Man all together in uniform. Then there was one of Kara without the costume with a very nice looking boy with brown hair and eyes with his arms wrapped around her. 'Wow…he's cute…I wonder who he is?' She looked at the image and sighed. It seemed this version of her had the nicer life.

She walked over to the bed and threw herself down onto it. She wished that she had met her double in this world, Kara had a lot of questions to ask of her. But that could wait for the morning, she was tired and felt a bit numb.

Not physically just emotionally, after everything that had happened it was all a lot to take in and she wasn't sure how to really take any of this. Sure she hadn't like Bruce and Clark had stopped being the person she knew a long time ago. But it still hurt knowing they were dead, even after everything she didn't wish them dead.

Back with Peter he was making his way to the teleporter as he keyed in the private location for his place. He just wanted to crash for a few hours as he set things off. "Hey Spider," He turned to see Donna walking towards him.

"Hey, how are things going with your sister?"

"Better, especially with her stuff back that imposter stole from her," Donna was also glad that her sister's injuries were nearly totally healed up, thank the gods for Amazon fast healing. "So what are you up to?"

"Home, I'm totally spent plus you know Kara will want to know what just happened," Peter told her locking in the final numbers for the teleporter.

"True, I'm still too wound up. I think I'll stay around up here and help out and visit you guys later, I know Kara will want some help with breakfast." Donna knew that even growing up with the Kents she wasn't one for early rising or making breakfast.

"Yeah although if I'm still asleep you can fill her in on all the details," He told her and gave her a little wave as he disappeared in the now familiar light. He arrived right in his bed room and sighed, pulling off the mask.

He turned on the lights as he walked to Kara's door and knocked, "Kara? You in there?" He opened the door and looked in, he turned on a light and saw that her bed was empty. That was odd, he went back to the main room after going down the stairs wondering if there was a note or something. Then he noticed something on the table. It was a video camera and something else.

He looked closer and saw that the camera was hooked up to the TV and there was something else that sent a chill down his spine. There was a small white object with some red on it, Peter picked it up and he knew what it was. It was a tooth.

He quickly checked the camera and found it was rewound and pressed play. On the screen he saw a struggling Kara and he saw the green glow as well. "Well now Mr. Parker sorry I missed you but your little friend here has been most entertaining." It was a voice he thought he would never have to hear again.

The camera panned and Peter saw Doc Ock's face there smiling at him, "Well now if you are watching this then you must of survived the Justice Lords. I'm somewhat torn on that, on the one hand I really want you dead. On the other I would like it by my hands, either way I knew if you did survive you more likely aren't in the best of shape."

"Peter, don't-" Kara was heard off screen and he saw a tentacle lash down and Kara's cry of pain.

"Do NOT interrupt you're elders girl," He said sharply to her, "Or I will have my friends punish you, and they do so enjoy punishing those that annoy me."

Peter's jaw clenched as his fists were so tight if he had been looking he would have seen that the knuckles were white. His hands were shaking in rage at this, he should have known that something was wrong. Now another person he cared for was in trouble, what if she was dead? He couldn't handle that, he lost too many people in his life as it was, he couldn't bare to lose her too.

Doc Ock looked down most likely at Kara, "Ah, did I hit too hard? You seem to be spitting blood, let me see." He grinned as more of the metal arms moved on the screen and Kara was lifted up by her neck and he saw the bruising on her face and blood was coming out of her mouth.

Doc Ock looked at her seeing her pained expression, "Hmmm, let me guess that last shot loosened a tooth didn't it," He looked at the camera with a smile, "But I think Mr. Parker knows how well we are at those kinds of problems."

Peter paled a bit, 'God no, not that…' He remembered back to when Octavius had kidnapped him onto that plane that landed in Mexico. When he had pulled off Peter's mask and then…

Peter watch on in horror as he saw the fear in Kara's eyes as one of the tentacles went to her face and forced its way into her mouth. She struggled as best she could as he searched for the loosened tooth, he wanted to look away and not hear her painful cries but he forced himself to look. He saw her close her eyes in pain the tears falling down them.

"Ah there it is, right at the back," Octavius said calmly and Kara let out a blood curdling shriek of pain. He pulled out the tooth and Peter looked at the one in his hand he had been gripping it so tightly that he hadn't noticed it had bitten into his skin.

He looked up his eyes filled with pain and anger seeing Kara trying not to cry from what just happened. But he saw the tears there anyway and he wanted to make him pay for this. The camera went back to Doctor Octopus as he smiled at him, "Well now let's get right down to business shall we? If you made it through them then come and meet me at the Brooklyn Bridge if you aren't there by seven AM then…" He looked at Kara who mustered the strength to glare at him.

"Well then I won't have any reason to keep her alive and you know I will kill her Mr. Parker. Don't be late. Oh and leave the communicator behind if any of your friends show up I'll snap her neck." The video ended there and Peter looked at the clock. It was already six AM and the sun was rising, it would take him thirty minutes to get there.

He thought about calling for help but he knew that Doc Ock would carry that out without a second thought. Besides, this was personal. So he pulled the device out of his ear and placed it on the table along with her tooth. There was no way he was going to let someone else die because of being close to him, not this time.

**-Brooklyn Bridge-**

Dr. Octavius was on the top of the bridge, he knew that this was kind of cliché and that Norman Osborn had already done this with that red head girl. But there was an air of drama to it, sure he could have come up with something more original but truth was he felt this would bring back memories that would make Parker a bit unbalanced. He looked down to see the alien there bound with pieces of steel that he wrapped around her chest and legs. He also had to gag the girl, she was a very talkative one and definitely something he got enough out of Spider-Man.

He placed the Kryptonite close to her body. She was looking pale and he guessed that she wouldn't last much longer as her life force was slowly being drained. Well that's what he assumed was happening, all he knew was that those rocks turned them into weaklings. It would have been interesting to be able to study the effects, maybe even to perform his own alien autopsy after she was killed.

He knew that if the Lords were defeated then it would only be a matter of time the other found out about him. But then he had planned for that. If Peter survived this the others would be too busy with the clean up and after Peter was dealt with he could do away with the girl too. Then all that was needed was to use a remote he carried on himself to activate the dimensional machine and leave. He had already found a few suitable worlds that he could find himself very happy in. After he set explosives to take care of the device so no one would follow, sometimes it was best to burn your bridges after you crossed them.

He smiled at that little joke there given where he was. Then he saw Peter in the distance and smiled after checking his watch. 'Ah and he's early, good I was hoping I would miss out and I know my friends will love to get their 'hands' on him as well.'

Peter landed not too far away from him as he looked over at Kara she didn't look so good and he wondered just how long she had been exposed. "Let her go, she's got nothing to do with us."

"Kind of cliché there don't you think?" Doc Ock said but then shrugged, "But I guess the whole battle over a bridge has been done to death…literally in this case, but it's a classic. And I bet this is a little trip down memory lane for you as well."

Peter didn't admit it but his mind kept on going back to when the Green Goblin had taken MJ and had thrown her off of that bridge. He nearly lost her then, in fact for a time he did. They broke up after that and he didn't blame her but would the same thing happen here? If Kara hit the water in her weakened state there would be no way for her to swim or maybe even survive hitting the water.

"Why so silent? Usually you're much more talkative but it is a nice change. You know I bet your wondering if you can save her like that red headed friend of yours…oh wait…she DID die only later. Looks like you only delayed her death." Doctor Octopus looked down at Kara, "You know she looked kind of like that blond friend of yours. You know the one that was killed like all those other people from that Carnage creature I believe the papers called it."

"Let's recap shall we? Parents died, Uncle was killed, the blond girl, the red head and you're aunt and friend…you know it does seem that everyone you care for only ends up dead because they're linked to you doesn't it?"

That pushed Peter too far, he always did his best and having this creep throw all of his most painful moments back at him. "Shut up Octavius," Peter said through clenched teeth, his fists tightened up as his body readied for a fight.

"That's it? No quip or smart remark?"

"Yeah, I'm going to feed you those damn tentacles!" Spider-Man yelled out and jumped at him. There was no way Peter was going to have Kara get killed because of him, he was not going to let another person die. He jumped threw the mass of metal tentacles, jumped and landed an uppercut to Doc Ock's chin.

The older man fell back but one of the arms steadied him and the others lashed out. Peter did his best to dodge them and he tried to get to Kara but he kept getting pulled back or attacked. He knew that his foe was purposely getting in his way to prevent him from getting to her, but he didn't stop trying.

Supergirl was weak, she hurt all over and her jaw was killing her. She opened her eyes and it took a moment to focus, what she saw made her feel the first real chance of hope. She saw Peter fighting his heart out and he kept on trying to get to her. He would call out to her and even though she couldn't make out the words she had a hint of a smile.

Kara tried to move but then felt the metal around her. She also saw the kryptonite there and tried to roll away from it. But the metal was too heavy and she was too weak but she wouldn't stop trying. She had to help him, she had to get far enough away to try and get some strength back.

Peter landed hard on the cold surface of the bridge from a shot to his ribs. He had tried to jump to Kara this time only to have a metal limb sail into his chest. The familiar buzzing in his head told him to move and fast. He rolled just in time for one tentacle to miss him and got back onto his feet. "You know I'm am so SICK of you! I just don't get it, I didn't even know you were here!" Peter shouted out ducking another arm and then jumped to the side to avoid another.

"Oh I thought about just keeping low, but you would never let me rest. Those two that made the machine that brought us here they would have told the world and then you would be right on me," He said angrily as his tentacles tried to hit him. Parker wasn't fighting like he was used to, he was more trained it seemed and it was very annoying. "Besides after all these years after all this time I deserve the right to finish you off! How many times have you gotten in my way? How many times did SHIELD capture me and put me into those dark cold cells? All because of you!"

"Well maybe if you didn't try and keep killing people and committing crimes then none of this would have happened!" Peter was hit in the chest off the top of the structure. Doc Ock went over the ledge to watch him fall but he wasn't there. One of his arms gave him a mental warning as Peter swung back up at him from the other side.

Peter had used his webbing to swing under the arch of the bridge and up and around to the other side. He landed on top of his enemy and he had to use two of his metallic limbs to stop himself from falling. The other two grabbed Peter and threw him off.

When he landed he saw he was near his girlfriend and tried to reach out but a metal tentacle wrapped around his leg. Peter fired a web line out at he small green rock and threw it as far away as he could. Doctor Octopus gritted his teeth as he threw Parker to the other end. He would have to finish this fast, "Well now that you're girlfriend will be getting better I better think of something now won't I? It's a good thing she's so weak, you know I think she looks a bit hot."

He turned his head to her and grinned, "Why don't you go for a swim?"

Peter's eyes widened behind his mask in horror at what he knew was coming, "NO!"

Spider-Man tried to get to her but one of the limbs took her by the metal and threw her off the top of the bridge. Peter knew he had only seconds and tried to jump after her but his ankle was grabbed and he was slammed into the ground.

He kicked free and tried to scramble for the edge but another one slammed into the back of his neck and he cried out in pain. He was held down by it as he felt more blows to his back, "You know giving our height and how fast objects fall…I would guess she hit the water by now."

Peter didn't want to hear it, his felt like his world was crashing down all over again. 'No…no not again, please god, don't do this to me again…' Were the thoughts in his mind as he tried to move.

"Pity, if and this is a big if, she was strong enough to survive hitting the water which would be like pavement from this high up. She would be falling to the bottom of the lake by now. Let's se by the time you drive down there, and if you can find her…I'd say it would already be too late."

Peter just went still a moment feeling so cold inside. 'No…Kara…I…I'm sorry…' He felt like hell pure and simple. He felt the tears in his mask, as his heart was breaking all over again. He just lost his closets friend, his girlfriend his…love…

Peter felt such deep regret that he never chose to admit his feelings to her. He had been so scared of loving another person and now he had just lost her…And she would never know, she never knew just how he felt. Peter hadn't felt like dying ever since that horrible night that led him here.

"Well then, I guess that's another name added to the list of people who died because of you now isn't it?" He gloated over him.

Suddenly Peter felt a very different type of cold, a blazing cold in himself. He was literally shaking at this point from the white hot furry that was burning in his soul. He couldn't take it anymore, he just couldn't take it. With a roar or pain and vengeance he managed to push himself off the ground, and wrap his arm around the limb gripping to his neck and pulled the surprised villain over to him.

He gave a wicked right hook to his face knocking the shades off his eyes. As Doc Ock staggered back feeling the pain from the blow he looked up to see Spider-Man crouched low and with his clinging abilities he ripped off part of the top of the structure they were on. He threw it at the mad man as his arms blocked it, but the force of it sent him back too close to the edge.

He was trying to regain his balance when Peter with a flying kick, knocked him off the top of the structure. Doc Ock was free falling and he knew that he had really hurt Parker today but also wondered if all that rage would be his down fall? Would the same thing that happened to Norman Osborn happen to him? 'You know Norman…I wonder if this was how you felt in your final battle? The calm, knowing that one way or another it would end and not caring?'

But he didn't have anymore time to think on it as his used his arms to grip the giant steel cables the helped to support the bridge. One of the cables snapped and he had to go for another one but he managed to stop himself from falling. He landed himself onto the road, a car was heading towards him and so with two of the great metal arms smashed the front of the vehicle. The car went to a dead stop as other vehicles behind it started to either stop or slam into each other.

He turned around just in time to face Spider-Man swinging his way kicking him in the chest. "You killed her you bastard! I'm going to rip you apart Octavius!" Peter said fueled by his pain and his rage. "I'm not going to let anymore monsters take those I love from me anymore!"

He landed on top of Octavius and started to punch his face, and wasn't stopping. He wanted to punch his face into a bloody mess after what he just did. All those he lost kept on flashing through his mind, all the pain in his life built up in him. He was so focused on his face that he didn't notice his Spider-Sense kick in until the blow to the back of his head.

He went face first through a windshield of a car as his mask was slightly shredded from it. He lower part gone and one of the eye pieces broke. Even though he didn't feel it his right shoulder was cut open but not too deeply. He was pulled out and thrown across the road, his body skipped and jumped a few times before he came to a stop face down.

His body hurt but he pushed past it, he learned to years ago and tried to get up. He spit out blood in his mouth thanks to the new hole in his mask and looked up. Octavius was staggering to his feet, his nose looking like it was broken from all the blood and his left eye was starting to swell up. "Well…What do you say Spider-Man? One last round?" He called over to him.

Peter ignored to protest of his body and stood up, although not to straight, "Yeah…Let's end this…"

The two walked over to each other as the crowd was growing now. All the people were trying to get to a safe distance but still watching on. Peter attacked first leaping at him and using his webbing to hook one of the arm pulled the villain over to him. He sent a kick and elbow combo that he learned from Batman, then a block fist strike from Wildcat.

But then Peter was tired and hurting, the arms being machines and having a mind of their own they managed to give a few strikes in return. The last on being a shot to his gut knocking the wind out of him and then another to his face. Peter fell to the ground trying to get up, but he hadn't gone into this fight fresh, he had already been tried from the fight in the Watchtower.

"Well now…Looks like this is it…Any last words?" The villain asked him standing over him.

"How about goodnight?"

Doc turned around to the female voice and got a punch in the face strong enough to send him flying a few feet. Peter looked up surprised to see Wonder Girl there, "Donna…Kara he…"

"I know Peter," She said softly helping him up, it was then he noticed she was wet, "Take a look over there."

He looked in the direction he nodded and he felt his legs weaken again as over by the edge a wet and tired looking Supergirl was. "H-how?"

She smiled at him for a moment, "I decided to visit and when I did I saw the tape…" She stopped looking daggers at the man getting up. The vile creature that he was and what he did to a friend of hers, "I got here as fast as I could and I saw her going into the water. I dove in and managed to get her out, thankfully she managed to survive the fall."

Doc Ock managed to get up with the help of his tentacles and tried to get the stars out of his eyes, "Why don't we take end this together?" Donna asked him.

"Yeah…lets…"

With him now on his feet both heroes went to work on the villain, and he was hard pressed to keep up. Donna however was a much stronger opponent and the first change she got she gripped one of the metal limbs and with all her strength ripped it apart.

"NOOOO! What have you done!" He screamed out seeing his 'friend' there on the road twitching. "Get her! Destroy her for what she did to him!"

Peter punched him in the back right where the harness was. It had hurt but he felt the metal give way a bit. Donna continued on with ripping the limbs off until she got to the last one. Doc Ock slumped to his knees, tired, bloody and beaten. He was breathing hard and picked up a piece of one of the broken limbs and was gently stroking it. "I'm sorry, this wasn't the plan…I wanted to help avenger your 'brothers' and myself. This wasn't supposed…to happen…"

Donna looked at Peter, "Is he nuts?"

"You got to ask?"

"Peter?" He turned around to see a weakened Kara shuffling over to him. He wrapped her up into his arms and they both fell to their knees. "I know you'd come."

"I'm sorry Kara, I'm so sorry…"

"Don't be…it's the risk we take."

He just held her tightly as he could too afraid to let go. He felt like crying at the moment but he just didn't have the energy to do it. "Kara…I love you…" He said softly to her, he didn't want to wait and chicken out later. He had to tell her, he couldn't live with himself if this happened again.

She smiled and held him close, "I love you too…" She whispered to him.

Donna smiled seeing them like this, they really did deserve each other. "Oh spare me," Doc Ock groaned and Donna glared at him and walked over to the beaten man.

"You…are a repugnant man," She said the word 'man' like it was a dirty word and kicked him in the face knocking him out. She looked over and sighed seeing herself, she guessed she better call in the Watchtower and see if anyone was free to help clean this up. She hadn't even thought of calling them for help as she mentally smacked her head.

But she threw the two young lovers one last look and smiled. It had been a very long night and looked like a long day was also ahead for everyone but those two deserved to be alone after all of this, so she would help see to the clean up.

**NEXT UP CHAPTER 40: EPILOGUE**


	40. Epilogue

**JUSTICE LEAGUE: THE SPIDER**

**CHAPTER 40: EPILOGUE**

**-Watchtower-**

John Stewart had woken up in the infirmary and boy when they had told him all that had happened while he was out he was glad he was in a bed. After hearing about the whole thing with the Justice Lords coming back, the death of Justice Lord Batman and Superman. How it hadn't been his Shayera that had attacked him and how they had found one of Peter's old villains behind it all.

It turned out he had been out for nearly a week, his body had healed in that time although he was still confined to the bed until they made sure he was okay. He hated bed rest, it was boring and he never was one for staying in one place while awake anyway. So there he was just counting the tiles since there wasn't much on the TV anyway. 'A multi-billion dollar space station, filled with the most state of the art technology and can get pretty much any channel in existence…and still nothing on.' John thought to himself.

He closed his eyes thinking of maybe he could try to sleep when he heard someone walk in. He smiled when he took in a certain fragrance in the air. He opened them to see the family form looking over him, the great figure, white wings, red hair and those green eyes that he could lose himself into. "Hey."

"Hey," Shayera said back to him, "Well you look better then when I found you."

She sat down next to him, he did look better but there were still some bruising and bandages over his body. Still she was glad that he was awake again although it had taken time to gather the courage to see him and wait until one of the others told him everything. Given that the last thing he saw was 'her' bashing his skull in she wanted him to understand it all.

She then took something that was in her hand and placed it in his, "I think this belongs to you."

He looked down and smiled seeing his Green Lantern ring, "You always know what to get someone." She smiled at his joke feeling a little of the tension gone. "So what else have I missed? Did the others figure out what to do with our other selves?"

She nodded to him, "Yeah we can't trust them on Earth, they know too much about us. And if we sent them back home well we thought we saw the last of them from that."

"Yeah no kidding."

"But you remember that prison colony you told me about? The one that the Green Lantern's are in charge of?" She asked him and he thought back to it. The Green Lanterns for centuries had put aside a planet for criminals that were placed there. They had a small community and had the choice of living in the community or in one of the outlaw groups out in the other areas. Prisoners trying to make and enforce their own rules there was an irony to the place.

They had all that they needed on the planet and no one escaped since there was a Green Lantern defense station there to ensure of no breakouts. "So we're dumping them off there?"

"It was either that or the Phantom Zone and no one really liked that idea," She for one had been one of those that opposed that idea. That place was one of the worst ways to spend eternity. "Kyle is on his way to pick them up and transport them there."

John nodded his head at the Earth's other Green Lantern that was stationed elsewhere in the galaxy. Then he looked at her and noticed that she was still tensed, "I know it wasn't you that did this to me."

"I never said anything like that."

"You didn't have to," She huffed to herself hating how he could see through her at times. "I knew you would never hurt me…and besides. You hit harder then her."

That gave Shayera a small smile and she stayed with him for the day.

Elsewhere in the station Peter was working on the device they had recovered that Doc Ock had used to get the Lords to this universe. It took them a week to find the thing, after J'onn trying to get the information telepathically from him and the Lords they had to use other means. Both Question and Batman went to work separately and they found enough evidence and clues between them to put together a few of Doc Ock's holdings. One of which they lucked out and found the device.

Peter's body had pretty much healed although Kara was still pissed and swore if she ever saw Doc Ock again she'd tare him a new one, among other things that he knew where physically impossible. But then again her jaw had taken days to stop aching. She was still missing that wisdom tooth since dental surgery was kind of out of the question for her.

So far things had been pretty good between them as they both healed up, the other Kara was sticking around until the Lords were taken care of then she wanted to go home. She had said this place was nice and all but it wasn't her home and they had few too heroes in her world to help out as it was.

Although Peter was kind of working on this as a cover, he had already found out what he needed but having two Karas around was a bit much even for him. It was like having you're current girlfriend with either a twin sister or ex-girlfriend getting together and talking. And of course the conversation would most likely turn to him.

The doors opened and he turned to see Superman, Flash, Wonder Woman and Batman there. "Hey guys."

"Hey man what's up? You got this thing ready?" Flash grinned looking over the device.

"Yeah…You know you guys don't have to come," Peter told them. They were going to lock this device up in a secured section of the station with limited access to it. Peter wanted to use it at least once, he wanted to see his old universe and tell those that most likely thought he was dead that he was alive and well.

There were no arguments and they were happy to let him do it although a few of them wanted to come along for this just in case. J'onn had monitor duty and had to stay behind though and Batman would stay on this end so they would be able to get back if something went wrong.

"You're our friend and we wanted to be there for you," Diana told him. "Besides I would like to meet some of your friends."

"Yeah, maybe I can squeeze in a race with that Quicksilver guy you told me about," Flash grinned at him, "Then I can claim to be the fastest man on two Earths."

Peter smiled and shook his head under his mask, he was about to replay when the doors opened again and Donna and both Supergirls came in. "You know I've been thinking. That costume you wear looks kind of cool. You mind if I try to design something similar to that some time? I've been thinking of a changing what I got," The Kara in white and blue asked her counter part.

"Sure thing, I don't mind." The other one said with a shrug. This had been an interesting week to say the least. Meeting her other self and a few of the others were nice. Donna was very cool and when she went home she'd see if she could convince her version to go out into the world.

This universe's Kara looked thoughtfully at her twin for a moment, "Although…I don't think use the bandana, it's a bit much for me."

"What's wrong with it?"

"I don't know," She shrugged, "Looks like something you'd see in the 80s is all." The other Supergirl just crossed her arms not looking on her. She liked it and didn't see that at all, besides it was better then that black hair band in her head at least. Donna just smiled at the two of them, they kind of reminded her how she and Diana had been when younger.

Kara just shrugged it off and smiled at her boyfriend and the device. When she learned what he had planned she was going to go with him. "So we ready to go? I'm anxious to see you're reality and see what the differences are between that one and ours."

"Well…Yeah I think so, you guys mind me making a few detours there? I got some personal business to take care off." Spider-Man asked them all. There were no objections so he went to the controls as he tucked in a remote to activate it from the other side in his belt. He had made that remote while working on this device just in case. He had programmed it to open a portal near the Daily Bugle, he had some personal business there that he wanted to get off his chest for years.

**-Ultimate Marvel Universe-**

J. Jonah Jameson was in his office as usual looking over the next edition. He had to admit things had been a little more quite with the disappearance of Spider-Man. He still thought that he had a hand in the deaths on that day he vanished and that Peter was also another one, they just never found his body. He always knew that man was a menace. Sure the last year he and Parker had some disagreements but the kid had it rough and this was just the worst of it all.

He sighed and stood up putting the cigar in his mouth looking at a framed edition of one of the covers that he had in his office. On it read "Spider-Man: Murderer and Dead?" He knew that wall crawler had gone underground when he printed that. There was nowhere for him to hide, and sooner or later he would surface.

Suddenly a familiar web line snagged it off the wall and his head twisted to see him right there in his office. There was an opened window and he looked to be reading the article there. "You! You've got some balls you know that!" Jonah yelled at him. "I knew you'd crawl out of your hole sooner or later!"

He went to picked up the phone, "Now there will be nowhere for you to hide and the law will handled you." But before he could another web line enveloped the phone on his test.

Peter had read the article and he was livid. Jonah blamed HIM for the deaths of those people, sure he did blame himself but he made it sound like he had a hand in killing them! He threw the framed aside and stood toe to toe with the man.

"You're a real jerk you know that," Spider-Man said to him.

"Don't you dare lecture me you-" But Peter cut him off.

"You don't know a damn thing about me! You never did! You know that some of the stuff you printed about me were lies and yet you did it anyway! You have any idea of the living hell you put me and those close to me through?" This was something Peter had been waiting years to get off his chest.

"I stand by my convictions!"

"Well so do I," Spider-Man said back and poked him in the chest. "The Green Goblin killed those people and you want to know why?" He then to his shock pulled off his mask and Jonah jaw dropped. In all his years he never saw this moment coming, at least not like this. This wasn't what he expected at all, all these years and he never suspected.

"He did it to punish me for stopping his crimes over the years and putting him in jail," Peter said to him with no more mask. He had to admit seeing him shocked silent was a real bonus. Jonah just sat down in his chair not able to stand at the moment. Peter let out a sigh, "All I ever wanted to do was to use my powers to help people. To save lives…Yet you kept on punishing me for that, for trying to live up to the memory of my own heroes. My father and Uncle, I tried to live up to their examples."

"When the Green Goblin killed the last family I had…the girl I loved…my best friend…I wanted to die that night. I tried to kill myself because I had nothing left to live for…" Peter's eyes were filling with tears from that horrible night. "I lost so much that I gave up all hope…It took me a long time to get over that, to try and be a hero again. And I have, I've found a place that respects me and where I can do good and not be punished by it."

Peter put on his mask and went to the window looking at him one last time. "Just remember this…You never knew me, you thought you did but everything you thought about me…it was wrong. Just remember that before you try to ruin another life." With that he jumped out the window leaving Jonah there sitting still trying to process things.

He just sat there…Thinking everything over and lost in his thoughts. Was he wrong all these years? He knew Peter was a good kid, but he always believed that Spider-Man was evil. So which idea was wrong? He just sat there trying to come up with an answer for that.

**-Xavier Mansion-**

Kitty Pryde was moving to the main door. Someone had been ringing the damn doorbell for the past few minutes, "Can't anyone answer the door in this place!" She called out, this place had so many people that it was amazing that no one would answer it at first few rings. She opened the door and froze, out there was a dead man at least someone she thought of was dead.

Peter was there mask in hand, "Hey Kitty…"

"P-Peter?" she asked thinking this was just a dream. She reached out and touched him, he was real and he was alive. "Oh god!" She cried out hugging him tightly. She felt him hug her back and all the pain she felt washed over her with relief, she tried her best not to just break down and cry in his chest. "I…I thought I would never…see you again."

"I'm sorry Kitty, if there had been any way to tell you sooner I would have." He told her gently. Then she pulled back and his spider-sense went off but he couldn't move fast enough to dodge her punch at his arm. "Ow! What was that for?"

"For making me think you were dead you jerk!" She dried her eyes and then placed her hands on her hips. "I cried at your funeral you know."

"Really? I had a funeral?" That earned him another punch to the arm.

"Excuse me," Kara said smiling and Kitty noticed that behind him there were a few other people. "You mind not bruising up my boyfriend that much? I'd like him back in one piece."

Flash grinned, "Man Peter if she's your friend I'd hate to see you're enemy."

Kitty looked at them all and then back to Peter wondering what was going on, "Peter…Who are these people and did I hear her right?"

Peter sighed this would be a very long story. After they moved into the mansion and all the X-Men who were currently there gathered up. It was a very long and detailed talk as they spent the last two hours catching up. Peter was glad that they were all getting along, although Rogue smacked Bobby for drooling over Diana too much.

Dazzler the punk rocker kept on hitting on Superman the entire time, even though he kept saying he was spoken for ever since she learned he was an alien seemed to make him very interesting to her. Plus she told him since he was in another dimension it wasn't like his lady friend would find out. Warren was having a nice time talking with Diana at least as the two were holding a nice conversation. Peter guessed that since they both came form high class families they could relate in ways.

He was glad that he didn't have to tell Warren not get too close or else he wasn't sure if Batman would give him a nasty visit one night. Flash was hitting on Storm thought. Flash currently was grinning at the African woman with the white hair, "So what exactly do you do?"

Ororo smirked at the man, he was a strange blend of childish behavior, arrogance, but did seem to have a heart in him. "I can control the weather."

"Really?" Wally was surprised by that, "Man there's this villain I fight called the Weather Wizard who does that only he uses technology." Then he put his arm around her, "So you doing anything? I'm only here got a bit but it's long enough to get a cup of coffee together."

Ororo smirked at him, "I think my boyfriend wouldn't like that."

Flash's face fell as did his arm, 'Damn why are all the good ones taken?' He thought to himself. "So who is he just so I keep away from him?" She pointed over to Logan who Wally noticed him glaring daggers at him. Then he saw three metal claws come out and guessed that was that Wolverine guy, also he looked just as spooky as Batman in his own way.

Unfortunately for Peter thought, Kitty his ex-girlfriend and friend was having a really great time with his current girlfriend. This was something he hadn't thought of and by the way they were giggling he just knew it was all about him they were talking to. He had to admit that things were going well, it felt good to see them mingling too. There was another doorbell chime and Kitty went right to the door.

'I wonder what that is all about?' Peter thought as he watched the girl phase through a wall. He was answered when a tall blond hair young man came into the room rushing.

"Where is he? Where is that web swinging web-head?" Johnny Storm the Human Torch of the Fantastic Four came rushing in. Kitty had called him awhile ago with the news that Peter was alive and at her place. Peter stood up and each boy hugged the other glad to see the other boy. For Johnny it was a large weight off his shoulders. He had never really had to deal with a death that had hit so close for him.

After Peter had died he had grown a bit more, had become a little bit more serious but only a bit. Peter's 'death' had been a wake up call to him that people like them didn't live forever. Kitty introduced him to Peter's friends. Superman he found impressive that he was an alien, since he looked so human. Diana was like a Greek Goddess and he wondered how Peter lucked out in working with a woman like that.

Flash he found to be a lot like himself, they instantly got along. When it came to Kara he looked over at Peter, "Dude…How is it that someone who was a major nerd in highschool keeps getting so many good looking girls in his life?"

"First off…I was more of a geek, and secondly I have no idea." Peter grinned back and then noticed how he and Kitty were holding hands. In fact he knew enough about relationships to spoke how close they seemed. "Hey…Are you two…"

"Dating?" Kitty asked him and nodded her head, "Yeah, we kind of were there for each other after…after your funeral…It was a really bad time for the both of us and well…first we were just there to help support the other…"

Johnny looked down at her since he was taller and smiled, "But…Things changed after about four months. We've been dating ever since."

Peter was never so happy for the both of them, and congratulated them both. He was happy that his two best friends in this world had found love and with each other no doubt. He never saw it coming to tell the truth and was still surprised but he was happy for them.

The day went pretty well and Peter gave them a disk he copied of the machine. He told them that if things ever got really bad and desperate for mutants in this world use it to find a new home where they could be safe. Kitty hugged him one last time telling him that he better keep in touch. He promised that he would try and think of something. Johnny shook his hand and Peter wished them luck, now there was only one last stop for him.

He had put this off because this would be the hardest thing for him to do but he had to do it.

**-Elsewhere-**

Peter was at his last stop that day and he had asked the others to wait for him outside. He wanted to do this alone, he had to do this alone since this was very personal to him. He walked over the grass to his last stop in that place. He had already visited the others and how he had one last one to go to. He pulled his mask off as he got closer to it.

He looked down at the area and knelt down, placing a few roses there. He had bought flowers and placed them at each one he visited today and these were the last of the flowers. "Hey MJ…" He said softly over her grave. Feeling the weight on his heart seeing the cold stone marker as the memories of that day tore at his mind and his heart.

He looked at the tombstone with the image of an angel carved into it his eyes filled with tears at the sight. "I'm so sorry…If it wasn't for me then you'd still be alive. You were always so full of life…You would have had a great life if not for me and yet you stuck with me. I'm glad that I knew you, that I loved you as well and I thank you for giving me the strength when I needed it. You were my first love, my best friend…And I'll never forget you Mary Jane."

He touched the cold stone running his hand over her name there. He had already visited his parents, his aunt and uncle, Harry's and Gwen's grave saying goodbye to each and every one. He never had the chance until now. Sure this hurt like hell but he needed to say goodbye like this.

"Figured you'd show up here."

Peter turned around quickly and scowled, "Great what do you want Fury?" he said seeing the dark skinned and one eyed General there in a trench coat.

"Heard you were alive and wanted to see it for myself," The man said to him walking closer to the young man. "I knew you're come here sooner or later and I wanted to see for myself if you were still alive or just some pretender."

"Yeah well I'm alive," Peter said angrily to him. Sure he did mostly blame himself for that horrible night but he also blamed Fury and SHIELD. They were supposed to keep men like Norman locked up but they just let him go.

"So where have ya been kid? You just dropped off the face of the Earth." The man asked him, it was a question that he really wanted to know. Sure Peter had some skills but even he couldn't keep off of SHIELD's radar for six months.

Peter felt like he wanted to laugh at that, it was pretty close to what actually happened to him, "I did."

Fury looked at him for a moment, "Care to elaborate that?"

Peter sighed, "Not really it's a long story and I'm going back there after this anyway."

Fury wasn't sure what was going on but the kid had some talent and he hated to see it wasted to hide back under whatever rock it was. "Look Peter…You're eighteen now and I still want you in the Ultimates. You could really contribute with not just your powers but with your mind as well."

"Sorry but I got a better offer." Peter told him.

"With who?" He demanded, he hated not knowing these things and he had been working hard to get Peter into the Ultimates. "Come on Peter, can you honestly say you have a place as good as you can with SHIELD?"

"No…" Peter said and then looked at him and a small smile started to appear on his face, "I found a better place."

Fury didn't know what to think about that but he got the feeling that he could argue all day and Peter wouldn't budge. No matter how much he pushed him, "Well in any case I got something for you." Fury walked over to where he had been and pulled a case that had been hidden by a gravestone. It was a metal suitcase. "This is all that I was able to salvage from you home, it's not much but there are some personal items in there."

Peter didn't know what to say after that, he just took it and opened it. There were a few items as well as pictures inside of it. He didn't know what to say, he never had anything of his own that he could treasure until now. "Thanks…I…You didn't have to do this you know."

"Yeah well you've had it rough and I figured you may not be dead after all." The old soldiers said to him.

"Thanks…but I better be going, this was my last stop and my friends are waiting for me." Peter said pulling on his mask then leaving Fury behind. Fury sighed, what Peter didn't know what the he couldn't just let him leave like that. Leaving a man like him to roam free without someone looking in on him was against policy. So he had placed a few tracking devices in the case and in a few items.

Unfortunately for him when he got back to headquarters later that day he would be informed that the signals that they were tracking suddenly dropped off the face of the Earth. Fury didn't know how Peter did it but he had given him the slip again. He would wonder just what the hell Peter had gotten himself into and how he could just disappear like that.

**-New York-**

He was back in his apartment putting together the last of the few items that he was able to get back from his world. There were picture frames with the few photos that had survived the fire, it felt good to have them again. Now he had something to remember those he cared for again.

There were images of him, his aunt and uncle together, one of him and his uncle when he was just a kid. One was one of him, MJ and Gwen taken shortly before her death, one of Kitty and another of MJ. He placed them all on the table in front of the couch in the living room as he looked them over. He missed each and every person in those photos and he wanted to have one more chance with them, at least to say goodbye to them.

He was so deep in thought that he didn't notice anyone behind him until a pair of slender arms wrapped around his neck, "Hey…How are you holding up?"

He sighed leaning back into her feeling her face next to his. He felt better with her next to him, she helped to remind him that he still had something worth a damn in this life. Something worth fighting for and living for, "I'm doing okay."

"Good," Kara then jumped over the couch and onto his lap.

"Hey!" Peter only half protested being used as a human cushion then wrapped his arms around her. She reached over to the picture of Peter and his aunt and uncle. He looked so happy back then there wasn't that sadness that was always in his eyes back then. Peter watched her look at the picture, "They would have liked you, you know."

Kara smiled at the comment, "You sure?"

"Oh yeah Uncle Ben would have enjoyed having you around and Aunt May would have just loved you."

"Thanks…I wish I could have met then," Kara said sadly placing it back on the table and looked into his brown eyes, "You've talked about them all so much I feel like I know them in some way."

Peter's face had a bit of sorrow on it as he looked at her, "Yeah I wish you could have met them too."

The two just sat there and Peter didn't mind at all as she rested her head on his shoulder. There had been something that had been bothering him for the past few days and he had to get it off his chest to her. "I nearly crossed the line you know."

"What do you mean?" She asked him her hand lightly playing on his chest.

"When I thought Octavius killed you…I wanted to kill him…I nearly tried to kill another person…" He said trailing off. Sure he had been in fights in where people died and that still ate him up inside. But until that moment he never once tried to actually purposely kill someone. It left a deep, cold and scary feeling in himself to think he was capable of that.

"Peter you would have stopped yourself before you went too far. You're not that kind of man," She told him and looked into his face. "Peter you are a wonderful man and I know you. You could never bring yourself to go that far no matter what."

Peter sighed and leaned his head onto hers. This was one of the reasons he needed her in his life, she could always help bring him back up when he was down. "You know…After I lost MJ I never thought I would find love again…I'm glad that I was wrong Kara."

She smiled at him and brought her lips to his, it started lightly then the kisses started to get more passionate between them. Kara shifted so that she was now straddling his waist kissing him deeply holding his face in her hands and she could feel his hands on her hips. He moved down to her neck, she loved if when he did that and moaned slightly. Her heart was hammering now and she thought that maybe tonight was the night.

She had held off thinking about doing this because she didn't want to push him into it, but she felt that maybe now they would be able to move on in their relationship. Kara pulled out of the kiss and looked at Peter, he looked back and for a moment he thought he knew that look she was giving him.

She slowly got up and off him and took his hand, "Peter…Come with me will you?" He nodded and went with her as she led him through their apartment. She led him up the stairs and into his bedroom.

"Kara?" He asked her.

She let go of his hand and went to sit on his bed looking nervous at him, "Peter…I was hoping that…that we can take the next step…" Her heart was really working overtime now. She had never been with anyone sexually and she had talked with Barbara since she was more experienced then she was. And she knew that she wanted Peter to be her first.

Peter didn't know what to say, he did finally realize that he loved her. But there she was, her blond hair all lose in a white t-shirt and jeans looking so very tempting sitting on his bed. He sat down next to her, "Are you sure?"

She smiled at him, "Never been so sure of anything in my life."

Peter had to admit that it had been over six months since he had been with a woman. That was a very long time for a guy and truth was he did want Kara. He did want her like that, to feel her skin, her hot breath against him. To feel her in his arms as they slept afterward. He wanted to make love to her for the first time. So to answer her he took her face and kissed her softly. She wrapped her arms around his neck and fell back onto the bed taking him with her.

The next morning Peter woken up after one the most well rested sleeps of his life. He felt a very smooth, soft and warm sensation against him as well. He opened his eye to see his ceiling and then looked down, he smiled to himself seeing the Kara there resting on top of him. Last night played again in his mind and he had to admit it had been a very long time since he enjoyed such a moment.

Her head was resting on his shoulder an arm draped over his chest and she looked very peacefully asleep as well. He felt her shift a bit under the covers feeling her naked form and he had to admit he could get used to this. Peter thought about going back to sleep and enjoying this but he didn't feel like going back to bed.

He quietly and skillfully slipped out of the bed trying not to wake her. He found his pants among the scattered clothing on the ground and put them on. He bend down and lightly kissed her temple as he quickly moved to the sliding glass door to the balcony. He took a deep breath of the morning air and looked out seeing the early morning sun.

'You know…For the first time in a long time…I feel like I've got a home.' Peter thought to himself leaning on the railing and smiled. 'I've got a good life here, lots of friends, a great girl, a home of my own and a future. For the first time in a long time…I think I can be happy…'

He would always miss his old life nothing would change that but he felt that for the first time he could make a future for himself here. He wasn't born into this world but he wanted to make this new world his home. He closed his eyes feeling the wind against his body like he did when he swung over the streets, the freedom that sensation gave him. "Yeah…I think I'll be just fine…" He said to himself looking to the heavens hoping that his loved ones were happy for him.

"Peter?"

He looked behind him to see Kara sitting up holding the cover to her chest. "Hey sorry did I wake you?"

"Not really, just reached out for you and you weren't there." She told him smiling although she wasn't aware of it. She felt great despite the slow aches she was feeling but Babes had told her that was normal. "What are you doing on there?"

He just shrugged and smiled, "Just thinking."

"Ah, well I'm going to shower up and then start breakfast. We got to be at work today." She moved to the other side of the bed and she looked over her shoulder. "I…could use some help washing my back." She gave an impish grin at him. Then she stood up and dropped the covers giving him a perfect few of her backside to him going into the shared bathroom.

"Damn…with an offer like that…how can a guy refuse," Peter smiled to himself looking forward to the future of his life for the first time in a long time and quickly head to the bathroom.

**-Maximum Security Prison-**

Otto Octavius was in his cell, a thick specially reinforced room that was his home. He was used to such things by now at least this one was a bit more pleasant then the one at SHIELD. They had taken the remains of his harness and he grieved to the loss of yet another set that he lost. They had totally shut it down as he couldn't even 'feel' them anymore.

He had been so close to victory, to crushing Spider-Man's spirit and then him. But no that little dark haired girl had stepped in. He never thought that someone else would join in and he cured himself for that oversight. But then if the Lords had just done their job instead of playing around then things would have turned out differently.

So here he was sitting in his dark cell thinking about what to do next. But before that he heard someone coming down the hall and stopped at his cell door. It was a steel one with two slits one for viewing the other for feeding.

The door opened and he was blinded by the light for a minute as he tried to look through it with his injured light sensitive eyes. He saw two people one most likely a guard the other was someone who was kind of on the short and stout side.

"Otto Octavius," The voice was female stated, he could hear the harshness of her voice and the iron will in it. "Also known as Doctor Octopus, came into out world where by the works of two scientist who you killed and burned down the lab to cover your tracks."

"You spent months on a small crime spree, have set up a few off sore accounts all of which are now frozen, was in league with a man that I shall not name, and went and brought the Justice Lords to kill the League while you hoped to kill your own enemy from your own reality, Spider-Man. Did I miss anything?"

"I'm impressed," And he was, whoever this was had a very large intelligence net to get that much on him in such a short time he had been here.

"I'm here to offer you a job, but there will be conditions. You will have unlimited resources and equipment and you will be allowed to repair your mechanical arms." But she stopped him from talking when she saw him very interested. "But you will adhere to us and our rules. You will obey or they will never find your body Octavius."

"Make no mistake you have no ties to this nation or this world. You legally don't exist and I have no problems with taking out a man like you." He could tell she was serious. The voice kind of reminded him of Fury. He wondered if she was his counter part in this reality? But he thought it over, life in prison or working for some shadowy agency he guessed were his choices. Given that he had enough of prison life there wasn't much choice really.

"Well them madam may I know the name of the woman who I shall be working for?"

She stepped into his cell and he could see her more clearly now, she had dark skin in a business suit. She was a hard looking woman that looked like she didn't take crap from no one and he guessed would eat up and spit out anyone that got in her way. "I'm Amanda Waller…and welcome to Cadmus."

**THE END

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**Well that's it folks this fic is finally over with. I do plan on making a sequel with Cadmus as the major foe, so if anyone keeps asking if there will be a sequel and what it's about I'll just ignore it. I've said what both are so many times I'm tired of it.**

**I'd like to thank everyone who read this and also to help keep me going making this THE largest fic (word wise) in the Justice League section at this time. That's two records I hold now, one for this and one for X-Men: Evolution, I may go for three later.  
**

**And for those of you who want to, I'll be making an unedited scene with Peter and Kara at the end there soon. Most likely up at this other site. You can find a link to my bio there and check up for it now and then.**


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